Kensington. Iowa has not taken or failed to take any action with respect to any Employee Benefit Plan which has resulted in, or may result in (a) the imposition of any Security Interest on the Assets, or (b) any Liability with respect to the Assets or Services to which Karrington may be subject after Closing. 5.18.3 All premiums or other payments for all periods ending on or before the Closing Date have been paid or will be paid when they become due with respect to each Employee Welfare Benefit Plan.
5.18.4 There have been no Prohibited Transactions with respect to any Employee Benefit Plan which Kensington-Iowa maintains or ever has maintained or to which it contributes, ever has contributed, or ever has been required to contribute; no Fiduciary has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any such Employee Benefit Plan; no action, suit, proceeding, hearing or investigation with respect to the administration or the investment of the assets of any such Employee Benefit Plan (other than routine claims for benefits) is pending or, to the Knowledge of Kensington-Iowa, threatened; and Kensington-Iowa has no Knowledge of any Basis for any such action, suit, proceeding, hearing, or investigation.
5.18.5 Kensington-Iowa does not contribute to, never has contributed to, and never has been required to contribute to any Multiemployer Plan or has any Liability (including withdrawal Liability) under any Multiemployer Plan.
Kensington. Mankato has delivered to Karrington true and complete copies of (a) the most recent real estate tax and assessment bills for the Property, (b) all Tax Returns with respect to CKMI Partnership and Kensington-Mankato's involvement with CKMI Partnership that have been or are currently subject to audit, and (c) all examination reports and statements of deficiencies assessed against or agreed to by CKMI Partnership.
Kensington. Iowa has no Liability and, to the Knowledge of Kensington-Iowa, there is no Basis for any Liability which would have a Material Adverse Effect except for (a) Liabilities set forth on the Most Recent Balance Sheet or which would not be required to be set forth on a balance sheet prepared in accordance with GAAP, and (b) Liabilities which have arisen after the Most Recent Fiscal Month End in the Ordinary Course of Business, none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, violation of law, or similar cause.
Kensington. Iowa is not a guarantor or otherwise liable for any Liability or obligation (including indebtedness) of any other Person. 5.6
Kensington. Iowa has complied with all notices or requests it has received from any insurance company issuing any of the insurance policies required to be set forth on Schedule 5.6. 5.7
Kensington. Iowa is not a party to any supervisory agreement, memorandum of understanding, consent order, cease and desist order, or condition of any regulatory order or decree with or by any governmental regulatory authority or agency that relates to the Assets or the Services. 5.
Kensington. Iowa is not subject, and, to the Knowledge of Kensington-Iowa, has not been threatened to be made subject, to any injunction, judgment, order, decree, ruling, or charge pertaining to the Assets, Services, or Assumed Liabilities.
Kensington. Iowa has not taken or failed to take any action with respect to any tax matter which has resulted in, or, to the Knowledge of Kensington-Iowa, may result in (a) the imposition of any Security Interest on the Assets, or (b) any Liability with respect to which the Assets or Services or Karrington may be subject after Closing.
Kensington. Iowa has delivered or made reasonably available to Karrington a correct and complete copy of each written agreement or a written summary describing the terms and conditions of each oral agreement referred to in this Section 5.15. 5.
Kensington. Iowa is not and never has been a party to or bound by any collective bargaining agreement. To the Knowledge of Kensington-Iowa, there has never been and there is not now any effort by any labor union to organize any employees of Kensington-Iowa into one or more collective bargaining units. Kensington-Iowa has not experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. Kensington-Iowa has not committed any unfair labor practice or other violation of labor or employment law relating to the Service Employees.
