Txxxx. To the best of Borrower's knowledge, alx xx Xorrower's tax returns anx xxxxxxs that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. BUSINESS LOAN AGREEMENT Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered ixxx xx xranted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interestx xxx rights in and to such Collateral.
Txxxx. (x) Xxxxxx as xxx xxxxx in Xxxxxxxx 0.00, and except where the failure to file such Return has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all tax returns, statements, reports and forms (including estimated tax returns and reports and information returns and reports) required to be filed with any taxing authority with respect to any tax period (or portion thereof) ending on or before the Effective Time (a "Pre-Closing Tax Period") by or on behalf of the Company or any Subsidiary of the Company (collectively, the "Returns"), were filed when due (including any applicable extension periods) in accordance with all applicable laws. As of the time of filing, the Returns were true and complete in all material respects.
Txxxx. At all times during the term of this Agreement, Txxxx shall maintain at its expense and benefit (a) Workers' Compensation insurance which provides coverage for all employees of Txxxx, including Txxxx Professionals, as required by applicable law, and (b) comprehensive general liability insurance with a policy limit of not less than $1,000,000 per occurrence and $1,000,000 in the aggregate.
Txxxx. DEVCO and Warren have conveyed to the Partnership, as of the Effecxxxx Xate, all of their right, title and interest in and to the Fractionation Facilities to the Partnership but shall not, and do not hereby, warrant title in any manner other than as follows: DEVCO and Warren do warrant and agree to defend any claims by thirx xxxxies claiming title or ownership by, through or under DEVCO or Warren, but not otherwise, with regard to the use of the Xxxxxce Lease Area, Water Rights Areas and the title to the Fractionator and the Related Facilities and DEVCO's and Warren's right to enter into the Lease Agreement or convxx xxx Xractionator and the Related Facilities; and, additionally, that Warren has no Knowledge of any parties asserting any claxxx xxntrary to Warren's possession, use and title to the Fractionation Xxxxxxxx.
Txxxx. Xxxxxxx xill promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of Company; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if Company shall have set aside on its books adequate reserves with respect thereto, and provided, further, that Company will pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien which may have attached as security therefor.
Txxxx. XXX INC. By: /s/ Sxxxxx X. Xxxxxxx ---------------------------------- Name: Sxxxxx X. Xxxxxxx --------------------------------- Title: Chief Financial Officer -------------------------------- INVESTORS: NETWORTH PARTNERS I, LLC By: /s/ Bxxxxx X. Xxxxxxxxx, Xx. ----------------------------------- Name: BXXXXX X. XXXXXXXXX, XX. --------------------------------- Title: AUTHORIZED PERSON -------------------------------- GS CAPITAL PARTNERS II, L.P. , a Delaware limited partnership By: GS Advisors, L.P., its general partner By: GS Advisors, Inc., its general partner
Txxxx. Xxis Agreement may be terminated by either party upon sixty (60) days written notice mailed to the Fund at: c/o D.M. Cronin, Scudder Fund Distributors Inc., 175 Federal Street, Boxxxx, XX 00110 xxx xo Schwab at 101 Montgomerx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 94101, Attention: Generxx Xxxxxxx.
Txxxx. Xxrget has filed all Tax Returns that it was required to file. All such Tax Returns were correct and complete in all material respects. Target has paid all Taxes owed by Target, whether or not disputed. True, correct and complete copies of all federal and state Tax Returns filed by Target for the preceding 2 fiscal years have been delivered or made available to Acquiror. None of Target's assets have a Security Interest that arose in connection with the failure to pay any tax. Target has withheld and paid all taxes required to have been withheld and paid in connection with amounts owing to any employee, independent contractor, creditor, stockholder or other third party. Target has not waived any statute of limitations or agreed to any extension of time with respect to a tax assessment or deficiency. No material Tax liability since December 31, 2003 has been incurred by Target other than in the ordinary course of business.
Txxxx. XXX LIMITED (registered number 75919) whose registered office is at Exxxxxxxx House, Castle Street, St Helier, Jersey JE4 8PN, Channel Islands ("the Company");
Txxxx. XXX LIMITED whose registered office is at Exxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xx Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxx (the "Borrower"); and
