THE COMPANY UNDER WHICH IT CONDUCTS ITS
BUSINESS;
(XIV)
PROMISSORY NOTES.
ALL LONG-TERM AND SHORT-TERM PROMISSORY NOTES,
INSTALLMENT CONTRACTS, LOAN AGREEMENTS, CREDIT-AGREEMENTS, AND ANY OTHER
AGREEMENTS OF THE COMPANY RELATING THERETO OR WITH RESPECT TO COLLATERAL
SECURING THE SAME;
(XV)
GUARANTIES.
ALL INDEBTEDNESS, LIABILITIES AND COMMITMENTS OF
OTHERS AND AS TO WHICH THE COMPANY IS A GUARANTOR, ENDORSER, CO-MAKER, SURETY,
OR ACCOMMODATION MAKER, OR IS CONTINGENTLY LIABLE THEREFOR AND ALL LETTERS OF
CREDIT, WHETHER STAND-BY OR DOCUMENTARY, ISSUED BY ANY THIRD PARTY;
10
(XVI)
ENVIRONMENT.
ALL ENVIRONMENTAL PERMITS, APPROVALS, CERTIFICATIONS,
LICENSES, REGISTRATIONS, ORDERS AND DECREES APPLICABLE TO CURRENT OPERATIONS
CONDUCTED BY THE COMPANY AND ALL ENVIRONMENTAL AUDITS, ASSESSMENTS,
INVESTIGATIONS AND REVIEWS CONDUCTED BY THE COMPANY WITHIN THE LAST FIVE YEARS
OR OTHERWISE IN THE COMPANY'S POSSESSION ON ANY PROPERTY OWNED, LEASED OR USED
BY THE COMPANY.
(I)
NO DEFAULTS.
THE COMPANY IS NOT IN DEFAULT IN ANY OBLIGATION OR
COVENANT ON ITS PART TO BE PERFORMED UNDER ANY OBLIGATION, LEASE, CONTRACT,
ORDER, PLAN OR OTHER ARRANGEMENT.
(J)
ABSENCE OF CERTAIN CHANGES AND EVENTS.
OTHER THAN AS A RESULT OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, SINCE THE BALANCE SHEET DATE,
THERE HAS NOT BEEN:
(I)
FINANCIAL CHANGE.
ANY MATERIAL ADVERSE CHANGE IN THE FINANCIAL
CONDITION, BACKLOG, OPERATIONS, ASSETS, LIABILITIES OR BUSINESS OF THE COMPANY;
(II)
PROPERTY DAMAGE.
ANY MATERIAL DAMAGE, DESTRUCTION, OR LOSS TO
THE BUSINESS OR PROPERTIES OF THE COMPANY (WHETHER OR NOT COVERED BY INSURANCE);
(III)
DIVIDENDS.
ANY DECLARATION, SETTING ASIDE, OR PAYMENT OF ANY
DIVIDEND OR OTHER DISTRIBUTION IN RESPECT OF THE COMPANY SHARES, OR ANY DIRECT
OR INDIRECT REDEMPTION, PURCHASE OR ANY OTHER ACQUISITION BY THE COMPANY OF ANY
SUCH STOCK (EXCEPT FOR THE OWNED REAL PROPERTY AND THE PRE-CLOSING DISTRIBUTION
ASSETS);
(IV)
LABOR DISPUTES.
ANY LABOR OR EMPLOYMENT DISPUTE OF WHATEVER
NATURE; OR
(V)
OTHER MATERIAL CHANGES.
ANY OTHER EVENT OR CONDITION KNOWN TO ANY
OF THE SHAREHOLDERS PARTICULARLY PERTAINING TO AND ADVERSELY AFFECTING THE
OPERATIONS, ASSETS OR BUSINESS OF THE COMPANY.
(K)
TAXES.
ALL FEDERAL, STATE AND LOCAL INCOME, VALUE ADDED, SALES,
USE, FRANCHISE, GROSS REVENUE, TURNOVER, EXCISE, PAYROLL, PROPERTY, EMPLOYMENT,
CUSTOMS, DUTIES AND ANY AND ALL OTHER TAX RETURNS, REPORTS, AND ESTIMATES HAVE
BEEN FILED WITH APPROPRIATE GOVERNMENTAL AGENCIES, DOMESTIC AND FOREIGN, BY THE
COMPANY FOR EACH PERIOD FOR WHICH ANY SUCH RETURNS, REPORTS, OR ESTIMATES WERE
DUE (TAKING INTO ACCOUNT ANY EXTENSIONS OF TIME TO FILE BEFORE THE DATE HEREOF);
ALL SUCH RETURNS ARE TRUE AND CORRECT; THE COMPANY HAS ONLY DONE BUSINESS IN
OKLAHOMA, TEXAS AND WYOMING; ALL TAXES SHOWN BY SUCH RETURNS TO BE PAYABLE AND
ANY OTHER TAXES DUE AND PAYABLE HAVE BEEN PAID OTHER THAN THOSE BEING CONTESTED
IN GOOD FAITH BY THE COMPANY; AND THE TAX PROVISION REFLECTED IN THE 3/31/08
BALANCE SHEET IS ADEQUATE, IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH GENERALLY
ACCEPTABLE ACCOUNTING PRINCIPLES, TO COVER LIABILITIES OF THE COMPANY AT THE
DATE THEREOF FOR ALL TAXES, INCLUDING, BUT NOT LIMITED TO, INTEREST AND
PENALTIES, AND ADDITIONS TO TAXES OF ANY CHARACTER WHATSOEVER APPLICABLE