ASSESSMENTS RECEIVED BY ALT
OR ANY SUCH OTHER CORPORATION OR ENTITY. AS USED HEREIN, "TAX" OR "TAXES" SHALL
MEAN ALL TAXES, FEES, LEVIES OR OTHER ASSESSMENTS, INCLUDING BUT NOT LIMITED TO
INCOME, EXCISE, PROPERTY (INCLUDING PROPERTY TAXES PAID BY ALT PURSUANT TO ANY
LEASE), SALES, FRANCHISE, WITHHOLDING, SOCIAL SECURITY AND UNEMPLOYMENT TAXES
IMPOSED BY THE UNITED STATES, OR ANY STATE, COUNTY, LOCAL OR FOREIGN GOVERNMENT,
OR ANY 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 ALT HAVE BEEN FURNISHED OR MADE AVAILABLE TO APOLLO OR TO
ITS REPRESENTATIVES AND SUCH COPIES ARE ACCURATE AND COMPLETE AS OF THE DATE
THEREOF. ALT HAS 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 ALT BY ALT TO OR FROM ANY FEDERAL, STATE
OR LOCAL TAX AUTHORITIES. ALT HAS 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,
ALT MAKES ADEQUATE PROVISION ON ITS BOOKS FOR THE PAYMENT OF ALL TAXES
(INCLUDING FOR THE CURRENT FISCAL PERIOD) OWED BY ALT. EXCEPT AS DISCLOSED ON
SCHEDULE 6.1(J), ALT HAS NOT 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(J) HERETO, NO SUCH AUDIT HAS RESULTED IN AN
ADJUSTMENT IN EXCESS OF $25,000.
(K)
LEGAL MATTERS.
EXCEPT AS SET FORTH ON SCHEDULE 6.1(K) HERETO, ALT
IS NOT SUBJECT TO ANY JUDGMENT, DECREE, WRIT, INJUNCTION RULING OR ORDER
(COLLECTIVELY, "JUDGMENTS") OF ANY GOVERNMENTAL AUTHORITY.
24
(I)
THE BUSINESS OF ALT IS BEING CONDUCTED IN COMPLIANCE WITH ALL
LAWS APPLICABLE TO ALT OR ANY OF ITS 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)
ALT OWNS OR HOLDS ALL GOVERNMENTAL APPROVALS MATERIAL TO THE
CONDUCT OF ITS BUSINESS. TO SELLER'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.
(L)
PROPERTY.
(I)
SCHEDULE 6.1(L) HERETO IS A LIST OF ALL REAL PROPERTY OWNED BY OR
LEASED TO ALT (INCLUDING ALL REAL PROPERTY OWNED BY OR LEASED TO ALT AND USED IN
ALT'S BUSINESS) AND OF ALL OPTIONS OR OTHER CONTRACTS TO ACQUIRE ANY SUCH REAL
PROPERTY (COLLECTIVELY, THE "REAL PROPERTY"). EXCEPT AS SET FORTH ON
SCHEDULE 6.1(L) OR IN THE ENVIRONMENTAL REPORTS, TO SELLER'S KNOWLEDGE, ALL
IMPROVEMENTS TO THE REAL PROPERTY ("IMPROVEMENTS") OWNED OR LEASED BY