SIRIUS.
SIRIUS HAS PAID ALL PREMIUMS
DUE, AND HAS OTHERWISE PERFORMED ALL OF ITS OBLIGATIONS, UNDER EACH OF THE
INSURANCE POLICIES.
NONE OF THE SELLER PARTIES OR SIRIUS HAS RECEIVED (I) ANY
REFUSAL OF COVERAGE OR ANY NOTICE THAT A DEFENSE WILL BE AFFORDED WITH A
RESERVATION OF RIGHTS UNDER ANY OF THE INSURANCE POLICIES, OR (II) ANY NOTICE OF
CANCELLATION OR ANY OTHER INDICATION THAT ANY INSURANCE POLICY IS NO LONGER IN
FULL FORCE OR EFFECT OR WILL NOT BE RENEWED OR THAT THE ISSUER OF ANY INSURANCE
POLICY IS NOT WILLING OR ABLE TO PERFORM ITS OBLIGATIONS THEREUNDER.
SECTION 4.24
GOVERNMENT LICENSES AND PERMITS.
SCHEDULE 4.24 SETS
FORTH A LIST OF ALL LICENSES, PERMITS, CONSENTS, AUTHORIZATIONS, QUALIFICATIONS,
PLANS (INCLUDING VESSEL RESPONSE PLANS) APPROVED BY OR SUBMITTED TO GOVERNMENTAL
BODIES AND ORDERS OF GOVERNMENTAL BODIES REQUIRED FOR THE OPERATION OR CONDUCT
OF THE BUSINESS OF SIRIUS AS CURRENTLY CONDUCTED OR THE OWNERSHIP OF ANY OF ITS
ASSETS, ALL OF WHICH ARE IN FULL FORCE AND EFFECT.
SECTION 4.25
RESPONSIBLE CARRIERS PLAN.
SIRIUS HAS ADOPTED AN
AMERICAN WATERWAYS OPERATORS RESPONSIBLE CARRIERS PLAN, WHICH IS ATTACHED HERETO
AS SCHEDULE 4.25, AND TO THE KNOWLEDGE OF SELLERS, IS IN COMPLIANCE WITH ALL
RESPONSIBLE CARRIER PLAN REQUIREMENTS.
SECTION 4.26
TAXES.
(A)
SIRIUS HAS CAUSED TO BE TIMELY FILED WITH APPROPRIATE GOVERNMENTAL
BODIES ALL TAX RETURNS REQUIRED TO BE FILED BY OR WITH RESPECT TO SIRIUS, THE
ASSETS AND OPERATIONS OF SIRIUS AND THE CONDUCT OF SIRIUS'S BUSINESS (TOGETHER,
"SIRIUS ITEMS"), AND HAS PAID OR CAUSED TO BE PAID OR MADE PROVISIONS FOR THE
PAYMENT OF ALL TAXES DUE WITH RESPECT THERETO.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 4.26(B), SIRIUS HAS NOT RECEIVED
NOTICE OF, AND THE SELLERS DO NOT HAVE ANY KNOWLEDGE OF, ANY NOTICE OF
DEFICIENCY OR ASSESSMENT OR PROPOSED DEFICIENCY OR ASSESSMENT RELATING TO TAXES
WITH RESPECT TO SIRIUS ITEMS FROM ANY GOVERNMENTAL BODY, AND THERE ARE NO
OUTSTANDING AGREEMENTS OR WAIVERS THAT EXTEND ANY STATUTORY PERIOD OF
LIMITATIONS APPLICABLE TO ANY FEDERAL, STATE OR LOCAL INCOME OR FRANCHISE TAX
RETURNS THAT INCLUDE SIRIUS ITEMS.
TO THE KNOWLEDGE OF THE SELLERS, THERE ARE
NO THREATENED AUDITS OF, OR ASSESSMENTS AGAINST, ANY OF THE SELLER PARTIES OR
SIRIUS WITH RESPECT TO TAXES THAT MAY BE ASSERTED AGAINST SIRIUS. NEITHER ANY OF
THE SELLER PARTIES NOR SIRIUS IS A PARTY TO ANY ACTION OR PROCEEDING BY ANY
GOVERNMENTAL BODY FOR THE COLLECTION OR ASSESSMENT OF TAXES WITH RESPECT TO
SIRIUS ITEMS.
31
(C)
ALL AMOUNTS REQUIRED IN THE OPERATION OF THE BUSINESS TO BE
WITHHELD BY OR WITH RESPECT TO SIRIUS AND PAID TO GOVERNMENTAL BODIES FOR TAXES,
INCLUDING INCOME, SOCIAL SECURITY, UNEMPLOYMENT INSURANCE, SALES, EXCISE, USE
AND OTHER TAXES, HAVE BEEN COLLECTED OR WITHHELD AND TO THE EXTENT REQUIRED,
PAID TO THE PROPER GOVERNMENTAL BODY.
ALL DEPOSITS APPLICABLE LAW REQUIRES TO
BE MADE BY OR WITH RESPECT TO SIRIUS WITH RESPECT TO EMPLOYEES' WITHHOLDING AND
OTHER EMPLOYMENT TAXES HAVE BEEN MADE.
(D)
NONE OF THE SELLER PARTIES IS A "FOREIGN