Kensington-Rochester is not a guarantor or otherwise liable for any Liability or obligation (including indebtedness) of any other Person. 4.12
Kensington-Rochester through KMGI, maintains insurance policies (copies of which have been delivered to or made reasonably available to Karrington) reasonable in scope and amount in connection with the Assets and Services, and has done so for the past two years. 4.12.2 Schedule 4.12 sets forth a true and accurate list of all insurance policies carried on the Assets. The casualty insurance covering the Property insures the full replacement value thereof. 4.12.3 Kensington-Rochester 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 4.12. 4.13
Kensington-Rochester 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. 4.17.5 Kensington Cottages of Rochester does not qualify for cost reporting or cost reimbursement under any health care or similar program administered by any governmental authority or agency. 4.18
Kensington-Rochester 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 that have been or are currently subject to audit, and (c) all examination reports and statements of deficiencies assessed against or agreed to by Kensington-Rochester. 4.19.2
Kensington-Rochester has not taken or failed to take any action with respect to any tax matter which has resulted in, or, to the Knowledge of Xxx X. Xxxxxxxxx, 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. 4.19.3 Kensington-Rochester 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 4.19, no filing date has been extended for any Tax Return Kensington-Rochester is or has been required to file which has not yet been filed. To Kensington-Rochester's Knowledge, no taxing authority in a jurisdiction where Kensington- Rochester does not file Tax Returns has ever asserted that Kensington-Rochester 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. 4.19.4 Kensington-Rochester 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. 4.19.5 To the Knowledge of Xxx X. Xxxxxxxxx, no taxing authority plans to assess any additional Taxes for any period for which Tax Returns have been filed. To the Knowledge of Xxx X. Xxxxxxxxx, there is no dispute or claim concerning any Tax Liability claimed or raised by any taxing authority. 4.19.6
Kensington-Rochester is not and never has been a party to or bound by any collective bargaining agreement. To the Knowledge of Xxx X. Xxxxxxxxx, there has never been and there is not now any effort by any labor union to organize any employees of Kensington-Rochester into one or more collective bargaining units. Kensington-Rochester has not experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. Kensington-Rochester has not committed any unfair labor practice or other violation of labor or employment law relating to the Service Employees. 4.24
Kensington-Rochester s data processing and data storage facilities are adequate for the Services, are properly protected, and possess proper temperature and humidity control devices and fire protection equipment. 4.28
Kensington-Rochester s books of account pertaining to the Services reflect all material items of income and expense and all material assets, liabilities and accruals, and are prepared and maintained in form and substance adequate for preparing financial statements and related information in accordance with any accounting principles required by any governmental agency with regulatory authority over Kensington- Rochester's financial statements and otherwise in accordance with the standards required by this Agreement. 4.28.2
Kensington-Rochester has devised and maintained a system of internal accounting controls with respect to the Services sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management directives, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with Subsection 4.28.1, (c) the recorded amounts are compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences, and (d) access to information pertaining to the preceding items (a) - (c) is permitted only in accordance with management directives. 4.29
Kensington-Rochester has furnished and delivered to Karrington in form acceptable to Karrington, a current Owner's Title Insurance Commitment (form ALTA 1966), together with copies of all documents referred to therein (the "Title Commitment"). 6.1.2
