No Seller. Benefit Plan is a "multiemployer plan," as that term is defined in Section 3(37) of ERISA. Neither Seller nor any member of its Controlled Group has at any time in the past six years sponsored, contributed to or had an obligation to contribute to any multiemployer plan. Neither Seller nor any member of its Controlled Group has any outstanding "withdrawal liability" (whether or not contingent), as that term is defined in Section 4201 of ERISA.
No Seller. (i) to the Knowledge of any Seller, conducts any business or engages in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executed Order or the Patriot Act.
No Seller has (A) made a general assignment for the benefit of creditors, (B) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller’s creditors, (C) suffered the appointment of a receiver to take possession of all, or any material portion, of Seller’s assets, which remains pending as of the Effective Date, (D) suffered the attachment or other judicial seizure of all, or any material portion, of Seller’s assets, which remains pending as of the Effective Date, or (E) made an offer of settlement, extension or composition to its creditors generally.
No Seller. (a) is in receivership or dissolution; (b) has made any assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they mature; (c) has been adjudicated a bankrupt or filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any jurisdiction and no such petition has been filed against any Seller or any of its property or affiliates, if any; and none of the foregoing are pending or, to Sellers' knowledge, threatened.
No Seller has (A) recognized or received a demand for recognition of any collective bargaining representative with respect to any proposed collective bargaining agreement or (B) experienced any primary work stoppage or other organized work stoppage involving its employees in the past two years.
No Seller. (i) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services or a Deferred Prosecution Agreement with the United States Department of Justice, (ii) has reporting obligations pursuant to any settlement agreement entered into with any Governmental Authority or other entity, (iii) has been the subject of any Governmental Authority or other Third Party Payor Program investigation conducted by any federal, state or local enforcement agency, (iv) has been a defendant in any qui tam/False Claims Act litigation, (v) has been served with or received any search warrant, subpoena, civil investigative demand, or other written correspondence by or from any Governmental Authority, including any federal, state or local enforcement agency, regarding any actual or alleged violation of any Healthcare Laws, and (vi) to the Knowledge of Sellers, no Seller has committed any offense, taken any action, or omitted to take any action, which may be the basis for any of the foregoing. No Seller has made or is in the process of making a voluntary self-disclosure under the Medicare self-referral disclosure protocol established by the Secretary of the U.S. Department of Health and Human Services pursuant to ACA, or under the self-disclosure protocol established and maintained by the Office of Inspector General of the U.S. Department of Health and Human Services, or any United States Attorney, or other Governmental Authority. No Seller is currently considering any such self-disclosure, and to the Knowledge of Sellers, no Seller has an obligation to make any such self-disclosure in lieu of repayment under ACA or any other law.
No Seller is subject to any Tax sharing or similar agreement or arrangement (whether or not written) pursuant to which it will have any obligation to make any payments after the Closing Date.
No Seller. Owned IP Rights contain any Open Source Materials, and no Open Source Materials, or materials derived therefrom, have been used in, incorporated into, integrated or bundled with, or used in the support, development or compilation of, any Products. "Open Source Materials" means (i) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g., GNU General Public License, Apache Software License, MIT License), or pursuant to similar licensing and distribution models or (ii) any software that requires as a condition of use, modification, hosting, and/or distribution of such software, or of other software used or developed with, incorporating, incorporated into, derived from, or distributed with such software, that such software or other software (A) be disclosed or distributed in source code form; (B) be licensed for the purpose of making derivative works; (C) be redistributed, hosted or otherwise made available at no or minimal charge; or (D) be licensed, sold or otherwise made available on terms that (1) limit in any manner the ability to charge license fees or otherwise seek compensation in connection with marketing, licensing or distribution of such software or other software or (2) grant the right to decompile, disassemble, reverse engineer or otherwise derive the source code or underlying structure of such software or other software. ASSET PURCHASE AGREEMENT
No Seller. (A) is listed as a potentially responsible party with respect to the Assets or as a result of the operation of the Business or Assets under any Environmental Law;
(B) has received a notice of such listing; or
(C) has knowledge of any facts or circumstances which could give rise to such a listing (excluding the Houston Chemical Investigation).
No Seller. Registered Intellectual Property of Almo or the Sellers is subject to any proceeding or outstanding decree, order, judgment, agreement or stipulation that restricts in any manner the use, transfer or licensing thereof by Almo or the Sellers or may affect the validity, use or enforceability of the Seller Registered Intellectual Property.
