of which have been provided to Parent).
4.13
[Reserved]
4.14
Insurance.
Schedule 4.14 lists all insurance
policies and fidelity bonds covering the Acquired Assets, as well as all claims
made under any insurance policy by Seller within the prior three years.
There
is no claim by Seller pending under any of such policies or bonds as to which
coverage has been questioned, denied, or disputed by the underwriters of such
policies or bonds.
All premiums payable under all such policies and bonds have
been paid, and Seller is otherwise in compliance with the terms of such policies
and bonds.
Such policies of insurance and bonds are of the type and in the
amounts customarily carried by Person conducting business similar to that of
Seller in the jurisdictions in which Seller operates.
35
4.15
Tax Matters.
(A)
SELLER HAS (I) ACCURATELY PREPARED AND
TIMELY FILED ALL REQUIRED TAX RETURNS AND (II) PAID ANY AND ALL TAXES IT IS
REQUIRED TO PAY (WHETHER OR NOT SHOWN TO BE DUE ON SUCH TAX RETURNS).
SUCH TAX
RETURNS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AND HAVE BEEN COMPLETED IN
ACCORDANCE WITH APPLICABLE LAW.
(B)
SELLER HAS TIMELY PAID OR WITHHELD WITH
RESPECT TO ITS EMPLOYEES (AND TIMELY PAID ANY SUCH WITHHELD AMOUNTS OVER TO THE
APPROPRIATE TAXING AUTHORITY), ALL TAXES REQUIRED TO BE PAID OR WITHHELD
(INCLUDING, WITHOUT LIMITATION, FICA, FUTA, AND SIMILAR TAXES).
(C)
SELLER HAS NOT BEEN DELINQUENT IN THE
PAYMENT OF ANY TAX, NOR IS THERE ANY TAX DEFICIENCY OUTSTANDING, PROPOSED, OR
ASSESSED AGAINST SELLER.
SELLER HAS NOT EXECUTED ANY WAIVER OF ANY STATUTE OF
LIMITATIONS ON OR EXTENDED THE PERIOD FOR THE ASSESSMENT OR COLLECTION OF ANY
TAX.
(D)
NO AUDIT OR OTHER EXAMINATION OF ANY TAX
RETURN OF SELLER IS CURRENTLY IN PROCESS, NOR HAS SELLER BEEN NOTIFIED OF ANY
REQUEST FOR SUCH AN AUDIT OR OTHER EXAMINATION.
(E)
SELLER DOES NOT HAVE ANY LIABILITY FOR
UNPAID TAXES, WHETHER ASSERTED OR UNASSERTED, CONTINGENT OR OTHERWISE, WHICH HAS
NOT BEEN PROPERLY ACCRUED OR RESERVED AGAINST ON THE REFERENCE BALANCE SHEET,
AND AS OF CLOSING, SELLER WILL NOT HAVE ANY LIABILITY FOR UNPAID TAXES WHICH HAS
NOT BEEN PROPERLY ACCRUED OR RESERVED AGAINST ON THE CLOSING BALANCE SHEET.
THE
ACCRUALS FOR TAXES SHOWN ON THE REFERENCE BALANCE SHEET ARE, AND THE ACCRUALS
SHOWN ON THE CLOSING BALANCE SHEET WILL BE, SUFFICIENT TO DISCHARGE THE TAXES
FOR ALL PERIODS (OR THE PORTION OF ANY PERIOD) ENDING ON OR PRIOR TO THE DATE
THEREOF, AND NO TAXES WILL BE INCURRED BY SELLER BETWEEN THE REFERENCE BALANCE
SHEET DATE AND THE CLOSING DATE, EXCEPT IN THE ORDINARY COURSE OF BUSINESS AND
EXCEPT FOR ANY LIABILITY FOR TRANSFER TAXES.
(F)
SELLER DOES NOT KNOW OF ANY FACTUAL BASIS
FOR THE ASSERTION OF ANY CLAIM FOR ANY LIABILITIES FOR UNPAID TAXES FOR WHICH
BUYER WOULD BECOME LIABLE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, OR THE COLLATERAL AGREEMENTS.
(G)
THERE ARE (AND IMMEDIATELY FOLLOWING THE
CLOSING THERE WILL BE) NO