Blocker Corp represents and warrants to Buyer that (except, with respect to any particular section or subsection of this ARTICLE IV, to the extent specifically described in the corresponding section or subsection of the Blocker Corp. Disclosure Letter delivered to Buyer at the time of execution hereof (the “Blocker Corp. Disclosure Letter”) the statements contained in this ARTICLE IV are true and correct as of the date hereof and as of the Closing Date.
Blocker Corp has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Healthlinx, Inc.”
Blocker Corp has not granted any purchaser or other recipient of its securities the right to require Blocker Corp. to register any securities under the Securities Act or to qualify for any exemption thereunder.
Blocker Corp has prepared and timely filed all Tax Returns relating to any and all Taxes concerning or attributable to Blocker Corp. or its operations as required on or before the date of this Agreement and such Tax Returns are true and correct in all material respects and have been completed in accordance with applicable law.
Blocker Corp has not been delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or proposed against Blocker Corp., nor has Blocker Corp. executed any outstanding waiver of any statute of limitations on or extension of the period for the assessment or collection of any Tax.
Blocker Corp is not, and has not been at any time, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code.
Blocker Corp has (a) never been a member of an affiliated group (within the meaning of Code § 1504(a)) filing a consolidated U.S. federal income Tax Return, (b) never been a party to any Tax sharing, indemnification or allocation agreement or arrangement, nor does Blocker Corp. owe any amount under any such agreement or arrangement (c) no liability for the Taxes of any person under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or non-U.S. law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by contract, or otherwise and (d) never been a party to any joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes (except, in the case of each of (b), (c) and (d), as a result of its ownership of a membership interest in the General Partner or a limited partnership interest in the Company).
Blocker Corp has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code.
Blocker Corp was formed for the sole purpose of owning a general partnership interest in the General Partner and a limited partnership interest in the Company, and has conducted no activities other than such ownership.
Blocker Corp represents and warrants to the Company as follows:
