employee, or other withholding, or other tax, of any kind whatsoever, including any interest, penalties, or
<br /> additions to tax or similar items in respect of the foregoing.
<br /> (b) Each Seller has duly and timely(i)filed all Tax returns and other reports required under all
<br /> federal, state, local, or foreign Laws and (ii) paid all Taxes due, whether or not shown on any such return
<br /> or report. All such returns and reports are correct and complete in all material respects. No Tax
<br /> examinations or audits of ether Seller are in progress or have taken place during the past 10 years. Neither
<br /> Buyer nor the Assets or the Business are, or will be, subject to any liability whatsoever for any sales, use,
<br /> real property,ad valorem,or other Taxes or assessments relating to the ownership,purchase, sale,or use of
<br /> the Assets or operation of the Business, excluding current ad valorem assessments on the Assets not yet
<br /> due, which will be prorated pursuant to Section 7.02, and any sales or use or transfer Taxes that may be
<br /> imposed as a result of the Closing. There is no threatened, or pending, dispute, claim, Order, settlement,
<br /> agreement,or Contract concerning any Tax liability of any Seller that could give rise to any Encumbrances
<br /> against any Asset,and no basis exists for any such matters. No Seller has entered into any agreements with
<br /> any Taxing Governmental Authorities, including any Tax abatement, Tax credit, or other incentive
<br /> agreements or agreements for Tax reductions or payments in lieu of Taxes in connection with or as a result
<br /> of the operation of the Business or the ownership or operation of the Assets.
<br /> SECTION 3.18. Conduct of Business. Since the Interim Balance Sheet Date, Sellers have
<br /> preserved the Business and conducted it materially in the ordinary course,including keeping available to it
<br /> the services of all officers and employees, preserving the goodwill of its suppliers, customers, and
<br /> employees, and maintaining the assets and properties of the Business in good order and condition. During
<br /> such time, the Business has not changed its accounting policies, incurred any out-of-ordinary-course
<br /> liabilities, sold assets (other than sales of inventory and disposals of obsolete equipment in the ordinary
<br /> course of business consistent with past practices), deferred any capital expenditures, or experienced any
<br /> material adverse change in the Business, customer or supplier relationships, pre-qualification status,
<br /> prospects, financial condition, or results of operations; and the Business has conducted its cash
<br /> management, accounts receivable collections, and accounts payable practices in accordance with custom
<br /> and past practice. During such period, (a) neither the Business nor the Assets have suffered any loss,
<br /> damage,destruction,or other casualty affecting any material properties or assets thereof or included therein,
<br /> whether or not covered by insurance and (b) neither Seller has (i) with respect to the Business, decreased
<br /> compensation payable or provided to any director, officer, member, manager, employee, independent
<br /> contractor,or consultant or entered into any reduction in force or furloughing of employees,(ii)experienced
<br /> any business disruption, other than those that have not had more than a de minimis adverse impact on its
<br /> business, whether in connection with COVID-19 or otherwise, or (iii) experienced any material supply
<br /> chain disruptions, whether in connection with COVID-19 or otherwise, and(c) neither Seller has delayed
<br /> the payment or performance of liabilities or obligations that would become Assumed Liabilities or deferred
<br /> expenses, or otherwise increased cash on hand in connection with the Business, except in the ordinary
<br /> course of business consistent with past practice. There are no pending or threatened Proceedings, or other
<br /> matters that could result in any debarment or suspension of any Seller, any of such Seller's employees, or
<br /> any employees providing services to the Business from performing work, or supplying materials to, any
<br /> Governmental Authority,and no basis exists for any such matters.
<br /> SECTION 3.19. Insurance & Bonds. Set forth on Schedule 3.19 is a complete list and
<br /> description of all insurance policies and bonds providing any type of coverage to, or for the benefit or
<br /> protection of,each Seller,each Seller's employees,or the Assets,including general liability,environmental
<br /> liability, automobile liability, workers compensation and employers liability, and excess liability policies
<br /> and bid,performance,payment,and fidelity bonds. Such description specifies the insurer or surety,amount
<br /> of coverage, type of insurance or bond, and the policy or bond number, and neither Seller has received
<br /> notice of termination or cancellation of any such policy or bond. All insurance policies are in full force and
<br /> effect through the Closing Date, and each Seller is in compliance with all notice provisions and other
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