Kensington. North Dakota 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-North Dakota 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-North Dakota, threatened; and Kensington-North Dakota has no Knowledge of any Basis for any such action, suit, proceeding, hearing, or investigation. 5.18.5 Kensington-North Dakota 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. 5.19
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. 5.13.3 Kensington-Iowa has filed all required Tax Returns, all of which were correct and complete in all material respects when filed, and has fully paid all Taxes to which it is or has been subject, whether or not shown on any Tax Return. Except as set forth on Schedule 5.13, no filing date has been extended for any Tax Return Kensington-Iowa is or has been required to file which has not yet been filed. To Kensington-Iowa's Knowledge, no taxing authority in a jurisdiction where Kensington-Iowa does not file Tax Returns has ever asserted that Kensington-Iowa is or may be subject to taxation by that jurisdiction. There are no Security Interests on any of the Assets that arose in connection with any actual or alleged failure to pay any Tax. 5.13.4 Kensington-Iowa has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. 5.13.5 To the Knowledge of Kensington-Iowa, no taxing authority plans to assess any additional Taxes for any period for which Tax Returns have been filed. To the Knowledge of Kensington-Iowa, there is no dispute or claim concerning any Tax Liability claimed or raised by any taxing authority. 5.13.6 Kensington-Iowa has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. 5.14
Kensington. North Dakota shall have executed and delivered to Karrington and the title insurance company an affidavit certifying that: (a) there are no mortgages, judgment liens or other encumbrances of any nature whatsoever affecting the Property except as set forth in the Updated Title Commitment; (b) there are no rights of possession, use or otherwise, outstanding in third persons by reasons of unrecorded leases, land contracts, sale contracts, options or other documents, other than rights of any individual residing on the Real Estate pursuant to any Resident Agreement ("Resident") or as disclosed on Schedule 2.1.2; and (c) no unpaid-for improvements have been made, or materials, machinery or fuel delivered to the Real Estate preceding the Closing Date, which might form the basis of a mechanic's lien upon the Real Estate (the "Title Insurance Affidavit"). 11.1.8 The closings under the Acquisition Agreements shall occur simultaneously with the Closing under this Agreement or in a sequence reasonably agreed upon by Parent, Karrington, and Kensington-North Dakota; 11.1.9 The Xxxxxxxxx Letter of Understanding shall have been terminated. 11.1.10
Kensington. Vendor's Principal Place of Business (State) In what state is Vendor's principal place of business located?
Kensington. Rochester has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. 4.20
Kensington. Rochester 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 4.21. 4.21.4 All Resident Agreements have fixed rental periods of no longer than twelve months. 4.22
Kensington. Rochester has not disposed of or arranged for the disposal of any Hazardous Substance on the Property and Kensington-Rochester has no Knowledge of the disposal of any Hazardous Substance on the Property by any other person or entity. 4.26.4 There have not been, and there currently are no pending or, to the Knowledge of Xxx X. Xxxxxxxxx, threatened claims against Kensington-Rochester alleging the violation of any Environmental, Health and Safety Laws. 4.26.5 Except as disclosed in the Environmental Audit, the Property is free of asbestos, PCB's, methylene chloride, trichloroethylene, dioxins, dibenzofurans and Extremely Hazardous Substances. 4.27
Kensington. Rochester shall have terminated all of the Service Employees effective as of Closing. 10.1.10 All arrangements necessary to transfer or re- issue to Karrington at Closing all licenses, certificates, permits, or other authorizations which are necessary or appropriate to enable Karrington to own the$Assets and perform the Services after Closing shall have been made to Karrington's satisfaction. 10.1.11 The Audit shall have been completed and Ernst & Young shall have issued an unqualified opinion in connection with Kensington-Rochester's financial statements for the fiscal years ended December 31, 1995, and 1996, and the results of the Audit shall not require any material adverse adjustments, individually or in the aggregate, to the Kensington-Rochester Financial Statements. 10.1.12 Karrington shall have received a written opinion from Kensington-Rochester's legal counsel in form and substance as set forth on Exhibit 10.1.12, dated as of the Closing Date. 10.1.13
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. 6.12.2
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. 5.5.2
