Neither Xxxx. Xxxx nor MCRLP has made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by either of Xxxx-Xxxx'x or MCRLP's creditors, suffered the appointment of a receiver to take possession of all, or substantially all, of Xxxx-Xxxx'x or MCRLP's assets, suffered the attachment or other judicial seizure of all, or substantially all, of Xxxx-Xxxx'x or MCRLP's assets, admitted in writing its inability to pay its debts as they come due or made an offer of settlement, extension or composition to its creditors generally.
Neither Xxxx. Tenex nor any of its property is subject to any tax assessments which are currently outstanding and unpaid except for the following (provide name of assessing authority and amount and description of assessment): Assessing Authority Amount Description ---------------------- ------------------- -------------------------- None.
Neither Xxxx. XXX nor any of its subsidiaries is a party to any oral contract, agreement or other arrangement which, if reduced to written form, would be required to be listed in Schedule 2.09(a).
Neither Xxxx. XXX nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the Pension Benefit Guaranty Corporation arising in the ordinary course);
Neither Xxxx. XXX nor any of its subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by XXXX.XXX or its subsidiaries nor does XXXX.XXX or any of its subsidiaries know of any activities or proceedings of any labor union to organize any such employees; and (iii)
Neither Xxxx. XXX nor any of its subsidiaries is subject to any strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of XXXX.XXX or any of its subsidiaries.
Neither Xxxx. XXX nor any of its subsidiaries is currently being audited by any taxing authority. There are no Tax liens on any assets of XXXX.XXX or any of its subsidiaries. No extension or waiver of a statute of limitations or assessment of Taxes is currently in effect for XXXX.XXX or any of its subsidiaries. The accruals and reserves for Taxes reflected in XXXX.XXX Balance Sheet are in all material respects adequate to cover all Taxes accruable and unpaid through the date thereof (including interest and penalties, if any, thereon and Taxes being contested) in accordance with GAAP, consistently applied with past practice. Neither XXXX.XXX nor any of its subsidiaries is required to include in income (i) any amount in respect of any adjustment under Sections 263A or 481 of the Code, or (ii) any installment sale gain. XXXX.XXX is not a party to any joint venture, partnership, or other arrangement or contract treated as a partnership for Federal income tax purposes. No material issues have been raised by the relevant taxing authorities on audit that are of a recurring nature and that would have an effect upon the Taxes of XXXX.XXX or any of its subsidiaries. XXXX.XXX has made available for inspection all Tax Returns of XXXX.XXX and its subsidiaries for which the applicable statute of limitations has not expired. All material elections with respect to Taxes affecting XXXX.XXX or its subsidiaries as of the date hereof are set forth on Schedule 2.17(b).
Neither Xxxx. XXX nor any of its subsidiaries or affiliates has, to XXXX.XXX's knowledge and based upon consultation with its independent certified public accountants, taken or agreed to take any action that (without giving effect to any action taken or agreed to be taken by NMS or any of its affiliates) would affect the ability of NMS to account for the business combination to be effected by the Merger as a pooling of interests.
Neither Xxxx. XXX nor any of the Major Stockholders shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written consent of NMS. NMS shall afford XXXX.XXX an opportunity to review and comment before issuing any press release or making any public announcement relating to the subject matter of this Agreement.
Neither Xxxx. XXX nor NMS shall take any action which would adversely affect the ability to treat the Merger as a pooling of interests and XXXX.XXX and NMS shall take such actions as may be reasonably required to negate the impact of any past actions which would adversely affect the ability to treat the Merger as a pooling of interests.
