ARE MATERIAL TO THE RESPECTIVE BUSINESSES OF THE COMPANY AND ITS SUBSIDIARIES,
(EXCEPT, IN THE CASE OF THE MEMBER INTERESTS OF NEBRASKA ENERGY, LLC WHICH ARE
OWNED BY NEBRASKA ENERGY COOPERATION) IN EACH CASE FREE AND CLEAR OF ALL LIENS,
ENCUMBRANCES, CLAIMS AND DEFECTS AND IMPERFECTIONS OF
8
TITLE EXCEPT THOSE THAT WOULD NOT REASONABLY BE EXPECTED, INDIVIDUALLY OR IN THE
AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT.
(S)
TITLE TO INTELLECTUAL PROPERTY.
THE COMPANY AND ITS SUBSIDIARIES
OWN OR POSSESS OR CAN ACQUIRE ON REASONABLE TERMS ADEQUATE RIGHTS TO USE ALL
MATERIAL PATENTS, PATENT APPLICATIONS, TRADEMARKS, SERVICE MARKS, TRADE NAMES,
TRADEMARK REGISTRATIONS, SERVICE MARK REGISTRATIONS, COPYRIGHTS, LICENSES AND
KNOW-HOW (INCLUDING TRADE SECRETS AND OTHER UNPATENTED AND/OR UNPATENTABLE
PROPRIETARY OR CONFIDENTIAL INFORMATION, SYSTEMS OR PROCEDURES) NECESSARY FOR
THE CONDUCT OF THEIR RESPECTIVE BUSINESSES , EXCEPT WHERE THE FAILURE TO OWN OR
POSSESS, OR THE ABILITY TO ACQUIRE ON REASONABLE TERMS, ANY OF THE FOREGOING
WOULD NOT, SINGLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT AND THE CONDUCT OF THEIR RESPECTIVE BUSINESSES WILL NOT
CONFLICT IN ANY MATERIAL RESPECT WITH ANY SUCH RIGHTS OF OTHERS, AND THE COMPANY
AND ITS SUBSIDIARIES HAVE NOT RECEIVED ANY NOTICE OF ANY CLAIM OF INFRINGEMENT
OF OR CONFLICT WITH ANY SUCH RIGHTS OF OTHERS WHICH SINGLY OR IN THE AGGREGATE,
IF THE SUBJECT OF AN UNFAVORABLE DECISION WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(T)
NO UNDISCLOSED RELATIONSHIPS.
NO RELATIONSHIP, DIRECT OR
INDIRECT, EXISTS BETWEEN OR AMONG THE COMPANY OR ANY OF ITS SUBSIDIARIES, ON THE
ONE HAND, AND THE DIRECTORS, OFFICERS, STOCKHOLDERS OR OTHER AFFILIATES OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES, ON THE OTHER, THAT WOULD BE REQUIRED BY THE
SECURITIES ACT TO BE DESCRIBED IN A REGISTRATION STATEMENT TO BE FILED WITH THE
COMMISSION AND THAT IS NOT SO DESCRIBED IN EACH OF THE TIME OF SALE INFORMATION
AND THE OFFERING MEMORANDUM.
(U)
INVESTMENT COMPANY ACT.
THE COMPANY AND EACH GUARANTOR IS NOT,
AND AFTER GIVING EFFECT TO THE OFFERING AND SALE OF THE SECURITIES AND THE
APPLICATION OF THE PROCEEDS THEREOF AS DESCRIBED IN EACH OF THE TIME OF SALE
INFORMATION AND THE OFFERING MEMORANDUM WILL NOT BE, REQUIRED TO REGISTER AS AN
"INVESTMENT COMPANY," AS SUCH TERM IS DEFINED IN THE INVESTMENT COMPANY ACT
1940, AS AMENDED.
(V)
TAXES.
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAVE TIMELY FILED
ALL MATERIAL FEDERAL, STATE, LOCAL AND FOREIGN TAX RETURNS REQUIRED TO BE FILED
THROUGH THE DATE HEREOF (TAKING INTO ACCOUNT ANY EXTENSION OF TIME TO FILE
GRANTED OR OBTAINED ON BEHALF OF THE COMPANY OR ANY OF ITS SUBSIDIARIES) AND
HAVE PAID ALL TAXES AND SIMILAR CHARGES, (EXCEPT AS CONTESTED IN GOOD FAITH AND
ADEQUATELY RESERVED FOR IN ACCORDANCE WITH GAAP), EXCEPT IN EACH CASE WHERE THE
FAILURE TO SO FILE OR PAY WOULD NOT HAVE A MATERIAL ADVERSE EFFECT; NO TAX
DEFICIENCY HAS BEEN DETERMINED, AS A RESULT OF A FINAL DETERMINATION, ADVERSELY
TO THE COMPANY OR ANY