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.
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.
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.
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.
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.
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.
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.
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.
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").
