as of the Closing Date,
neither Hapto nor Hapto Israel will be indebted to any of the Shareholders or
Option Holders except for current, but not past due, (i) salaries owed to
employees and (ii) payments to Hadasit under the Service Agreement between
Hadasit and Hapto Israel. Schedule 6.10 sets forth a description of all capital
expenditures by Hapto or Hapto Israel since December 31, 2004, and sets forth
any capital expenditures not yet made to which Hapto or Hapto Israel is
contractually or otherwise legally committed.
6.11
Legal Compliance; Permits.
(a)
To Hapto's Knowledge Hapto and Hapto Israel have complied with
all applicable laws (rules, regulations, codes, plans, injunctions, judgments,
orders, decrees, rulings, and charges thereunder) of Israeli and United States
federal, state or local governments (and all agencies thereof), and no action,
suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or
notice has been filed or commenced against Hapto or Hapto Israel alleging any
failure so to comply.
(b)
Schedule 6.11(b) sets forth all Permits which, to Hapto's
Knowledge, are necessary for Hapto or Hapto Israel to own its assets and operate
the Business of Hapto. None among Hapto, Hapto Israel or, to the Knowledge of
Hapto or Hapto Israel, Hadasit has received any written warning, notice of
violation or probable violation, notice of revocation, or other written
communication from or on behalf of any Person alleging (i) any violation of any
such Permit, which violation has not been corrected or otherwise settled, or
(ii) that Hapto or Hapto Israel or any other Person has failed to secure any
Permit required for the Business that is not currently held by Hapto or Hapto
Israel or such other Person.
6.12
Tax Matters.
(a)
Hapto and Hapto Israel have filed all Israeli and United States
federal and state and all other Tax Returns that Hapto or Hapto Israel have been
required to file. All such Tax Returns were correct and complete in all material
respects. All Taxes shown on such Tax Returns as due and owing by Hapto or Hapto
Israel have been paid. Neither Hapto nor Hapto Israel is currently the
beneficiary of any extension of time within which to file any Tax Return. There
are no Liens for Taxes (other than Taxes not yet due and payable) upon any of
the assets of Hapto or Hapto Israel.
(b)
There is no material dispute or claim concerning any tax liability
of either Hapto or Hapto Israel either (i) claimed or raised by any authority in
writing, or (ii) as to which Hapto or Hapto Israel has Knowledge based upon
personal contact with any agent of such authority.
(c)
Schedule 6.12(c) (i) lists all Israeli and United States federal,
state, and local and all foreign Tax Returns filed with respect to Hapto or
Hapto Israel for taxable periods ended on or after December 31, 2002, (ii)
indicates those Tax Returns that have been audited, and (iii) indicates those
Tax Returns that currently are the subject of audit. Hapto has