SUBDIVISION OR AGENCY THEREOF, OR TAXING AUTHORITY
THEREIN, AND ANY INTEREST, PENALTIES OR ADDITIONS TO TAX RELATING TO SUCH TAXES,
CHARGES, FEES, LEVIES OR OTHER ASSESSMENTS. COPIES OF ALL TAX RETURNS FOR EACH
FISCAL YEAR SINCE THE FORMATION OF EACH OF THE COMPANIES HAVE BEEN FURNISHED OR
MADE AVAILABLE TO APOLLO OR TO ITS REPRESENTATIVES AND SUCH COPIES ARE ACCURATE
AND COMPLETE AS OF THE DATE THEREOF. THE COMPANIES HAVE ALSO FURNISHED OR MADE
AVAILABLE TO APOLLO OR ITS REPRESENTATIVES CORRECT AND COMPLETE COPIES OF ALL
NOTICES AND CORRESPONDENCE SENT OR RECEIVED SINCE THE FORMATION OF EITHER OF THE
COMPANIES TO OR FROM ANY FEDERAL, STATE OR LOCAL TAX AUTHORITIES. THE COMPANIES
HAVE ADEQUATELY RESERVED FOR THE PAYMENT OF ALL MATERIAL TAXES WITH RESPECT TO
PERIODS ENDED ON, PRIOR TO OR THROUGH THE DATE OF CLOSING FOR WHICH TAX RETURNS
HAVE NOT YET BEEN FILED. IN THE ORDINARY COURSE, THE COMPANIES MAKE ADEQUATE
PROVISION ON THEIR BOOKS FOR THE PAYMENT OF ALL TAXES (INCLUDING FOR THE CURRENT
FISCAL PERIOD) OWED BY EACH OF THE COMPANIES. EXCEPT AS DISCLOSED ON
SCHEDULE 6.1(I), NEITHER OF THE COMPANIES HAVE BEEN SUBJECT TO A FEDERAL OR
STATE TAX AUDIT OF ANY KIND AND NO ADJUSTMENT HAS BEEN PROPOSED BY THE INTERNAL
REVENUE SERVICE ("IRS") WITH RESPECT TO ANY TAX RETURN FOR ANY SUBSEQUENT YEAR.
WITH RESPECT TO THE TAX AUDITS REFERRED TO ON SCHEDULE 6.1(I) HERETO, NO SUCH
AUDIT HAS RESULTED IN AN ADJUSTMENT IN EXCESS OF $25,000.
(J)
LEGAL MATTERS.
NEITHER OF THE COMPANIES
IS SUBJECT TO ANY JUDGMENT, DECREE, WRIT, INJUNCTION RULING OR ORDER
(COLLECTIVELY, "JUDGMENTS") OF ANY GOVERNMENTAL AUTHORITY.
(I)
TO THE KNOWLEDGE OF SELLING STOCKHOLDER,
THE BUSINESSES OF THE COMPANIES ARE BEING CONDUCTED IN COMPLIANCE WITH ALL LAWS
APPLICABLE TO EITHER OF THE COMPANIES OR ANY OF THEIR RESPECTIVE BUSINESS OR
PROPERTIES, EXCEPT FOR WHERE THE FAILURE TO BE IN SUCH COMPLIANCE COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(II)
EACH COMPANY OWNS OR HOLDS ALL
GOVERNMENTAL APPROVALS MATERIAL TO THE CONDUCT OF ITS BUSINESS. TO SELLING
STOCKHOLDER'S KNOWLEDGE, NO EVENT HAS OCCURRED AND IS CONTINUING WHICH PERMITS,
OR AFTER NOTICE OR THE LAPSE OF TIME, OR BOTH, WOULD PERMIT, ANY MODIFICATION OR
TERMINATION OF ANY SUCH GOVERNMENTAL APPROVAL.
20
(K)
PROPERTY.
(I)
SCHEDULE 6.1(K) HERETO IS A LIST OF ALL
REAL PROPERTY OWNED BY OR LEASED TO EITHER OF THE COMPANIES (INCLUDING ALL REAL
PROPERTY OWNED BY OR LEASED TO THE SELLING STOCKHOLDER AND USED IN THE BUSINESS
OF THE COMPANIES) AND OF ALL OPTIONS OR OTHER CONTRACTS TO ACQUIRE ANY SUCH REAL
PROPERTY (COLLECTIVELY, THE "REAL PROPERTY"). TO SELLING STOCKHOLDER'S
KNOWLEDGE, EXCEPT AS SET FORTH ON SCHEDULE 6.1(K) AND IN THE ENVIRONMENTAL
REPORTS, ALL IMPROVEMENTS TO THE REAL PROPERTY ("IMPROVEMENTS") CONFORM IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE LAWS AND SUCH IMPROVEMENTS DO NOT ENCROACH
IN ANY MATERIAL RESPECT ON THE PROPERTY OF OTHERS. ALL IMPROVEMENTS ARE SUPPLIED
WITH UTILITIES (INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE DISPOSAL,
ELECTRICITY, GAS, AND TELEPHONE) NECESSARY FOR THE