OBTAINED AND ARE IN FORCE).
ALL SUCH TAX
RETURNS WERE AND WILL BE ACCURATE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS
AND WERE PREPARED IN THE MANNER REQUIRED BY APPLICABLE LAWS.
FOR ALL PERIODS
(OR PORTIONS THEREOF) ENDING ON OR BEFORE THE CLOSING DATE FOR WHICH TAX RETURNS
ARE NOT YET DUE, THE COMPANY HAS EITHER PAID OR ADEQUATELY RESERVED FOR TAXES
ACCRUED FOR SUCH PERIODS.
THERE ARE NO TAX LIENS UPON ANY OF THE ASSETS, OTHER
THAN LIENS FOR TAXES NOT YET DUE AND PAYABLE AND THERE IS NO THREATENED AUDIT,
DISPUTE OR CLAIM THAT MIGHT RESULT IN A LIEN ON ANY OF THE ASSETS.
THERE ARE NO
AUDITS, DISPUTES, CLAIMS OR THREATENED ASSESSMENTS CONCERNING ANY TAX LIABILITY
OF THE COMPANY OR THAT ARE RELATED TO THE ASSETS.
THE COMPANY IS A PASS-THROUGH
ENTITY TREATED AS A PARTNERSHIP FOR FEDERAL, STATE AND LOCAL INCOME TAX
PURPOSES.
AS OF THE DATE OF THIS AGREEMENT, THE COMPANY HAS NOT COMMENCED
OPERATIONS AND HAS FILED NO INCOME TAX RETURNS.
THE COMPANY HAS WITHHELD AND
PAID ALL TAXES REQUIRED TO HAVE BEEN WITHHELD AND PAID IN CONNECTION WITH
AMOUNTS PAID OR OWING TO ANY EMPLOYEE, INDEPENDENT CONTRACTOR, CREDITOR, OR
OTHER THIRD PARTY.
THE COMPANY HAS MADE ALL DEPOSITS REQUIRED WITH RESPECT TO
TAXES DUE AND PAYABLE BY THE COMPANY.
SECTION 2.11
COMPLIANCE WITH LAWS.
EXCEPT AS SET
FORTH ON SCHEDULE 2.11 OF THE COMPANY DISCLOSURE SCHEDULE, THE COMPANY IS, AND
AT ALL TIMES SINCE ITS FORMATION HAS BEEN, IN
10
MATERIAL COMPLIANCE WITH ALL LEGAL REQUIREMENTS APPLICABLE TO THE COMPANY OR TO
THE OWNERSHIP OR OPERATION OF THE ASSETS OR THE OPERATION OF ITS BUSINESS, AND
HAS NO BASIS TO EXPECT, NOR HAS IT RECEIVED ANY ORDER, NOTICE, OR OTHER
COMMUNICATION FROM ANY GOVERNMENTAL AUTHORITY OF ANY ALLEGED, ACTUAL, OR
POTENTIAL MATERIAL VIOLATION AND/OR FAILURE TO MATERIALLY COMPLY WITH ANY LEGAL
REQUIREMENT APPLICABLE TO THE COMPANY OR TO THE OWNERSHIP OR OPERATION OF THE
ASSETS.
SECTION 2.12
PERMITS.
EXCEPT AS SET FORTH ON
SCHEDULE 2.12 OF THE COMPANY DISCLOSURE SCHEDULE, THE COMPANY HAS OBTAINED ALL
MATERIAL GOVERNMENTAL AUTHORIZATIONS REQUIRED TO PERMIT THEM TO (A) DEVELOP AND
CONSTRUCT A BIODIESEL OPERATING FACILITY, (B) OWN, OPERATE, USE, AND MAINTAIN
THE ASSETS IN THE MANNER IN WHICH THEY ARE NOW OPERATED AND MAINTAINED, OR
(C) TO CONDUCT ITS BUSINESS AS NOW BEING CONDUCTED, INCLUDING, WITHOUT
LIMITATION, ALL ENVIRONMENTAL PERMITS.
SCHEDULE 2.12 SETS FORTH A TRUE, CORRECT
AND COMPLETE LIST OF ALL SUCH GOVERNMENTAL AUTHORIZATIONS, COPIES OF WHICH HAVE
PREVIOUSLY BEEN DELIVERED BY THE COMPANY TO PURCHASER AND REG.
EXCEPT AS SET
FORTH ON SCHEDULE 2.12 OF THE COMPANY DISCLOSURE SCHEDULE, ALL REQUIRED FILINGS
WITH RESPECT TO SUCH GOVERNMENTAL AUTHORIZATIONS HAVE BEEN MADE TIMELY.
EXCEPT
AS SET FORTH ON SCHEDULE 2.12 OF THE COMPANY DISCLOSURE SCHEDULE, ALL SUCH
GOVERNMENTAL AUTHORIZATIONS ARE IN FULL FORCE AND EFFECT AND THERE ARE NO
PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED THAT SEEK
THE REVOCATION, CANCELLATION, SUSPENSION OR OTHER MATERIALLY ADVERSE
MODIFICATION THEREOF.
NO CONSENT, LICENSE, PERMIT,