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SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION

Agreement and Plan of Merger

SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION | Document Parties: ADVANCED PLANT PHARMACEUTICALS INC | World Health Energy, Inc You are currently viewing:
This Agreement and Plan of Merger involves

ADVANCED PLANT PHARMACEUTICALS INC | World Health Energy, Inc

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Title: SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
Governing Law: Delaware     Date: 2/9/2007
Industry: Biotechnology and Drugs     Law Firm: Spectrum Law Group LLP     Sector: Healthcare

SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION, Parties: advanced plant pharmaceuticals inc , world health energy  inc
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SECURITIES PURCHASE AGREEMENT

AND PLAN OF REORGANIZATION

 

THIS SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (the “ Agreement ”) is entered into effective as of January 9, 2007 by and among Advanced Plant Pharmaceuticals, Inc. a Delaware corporation (the “ Company ”), World Health Energy, Inc., a Delaware corporation (the “ Target ”), and the stockholders of Target (the “ Selling Stockholders ”) listed on Exhibit A attached hereto.

 

R E C I T A L S

 

A.      The Company has authorized capital stock consisting of 880,000,000 shares of common stock (“ Common Stock ”), $0.0007 par value, of which 798,157,996 shares are issued and outstanding and 10,000,000 shares of preferred stock, par value $0.0007 (“ Preferred Stock ”), of which 5,000,000 shares have been designated as Series A Preferred Stock, par value $0.0007 (the “ Series A Preferred ”) of which 5,000,000 shares are issued and outstanding.

 

B.      Target has authorized capital stock consisting of 1,000 shares of common stock, no par value, of which 100 shares (the “ Target Shares ”) are issued and outstanding and held by the Selling Stockholders. Target is a renewable energy company focused on developing and producing alternative fuels in biodiesel production plans (the “ Business ”)

 

C.      The Selling Stockholders wish to sell, and the Company wishes to purchase, all of the Target Shares on the Closing Date (as defined below), in exchange for 55,000,000 shares of the Company’s Common Stock (the “ Shares ”) as more particularly set forth below.

 

A G R E E M E N T

 

It is agreed as follows:

 

1.      Securities Purchase and Reorganization

 

1.1       Agreement to Exchange Securities . Subject to the terms and upon the conditions set forth herein, each Selling Stockholder agrees to sell, assign, transfer and deliver to the Company, and the Company agrees to purchase from each Selling Stockholder, the Target Shares owned by the respective Selling Stockholder as set forth on Exhibit A attached hereto, in exchange for the transfer, by the Company to each Selling Stockholder a pro rata share of the Shares, as follows: (i) 5,000,000 Shares transferred to the Selling Stockholders at Closing (the “ Initial Shares ”) and (ii) 50,000,000 Shares (the “ Remaining Shares ”) to be issued to the Selling Stockholders within 3 days of the filing of an amendment to the Company’s Articles of Incorporation with the Delaware Secretary of State (the “ Effective Date ”) to either (A) increase the Company’s authorized Common Stock to at least 930,000,000 (a “ Capitalization Increase ”) or (B) to effectuate a reverse split of the Company’s Common Stock (the “ Reverse Split ”). If the Company effects a Reverse Split prior to any Capitalization Increase, the Remaining Shares due Selling Stockholders shall be proportionately reduced to give effect to the Reverse Split. For example, if the Company effects a 1-for-10 Reverse Split, the Selling Stockholders would receive 5,000,000 Remaining Shares. The Company is under no obligation to take any action to effect either a Capitalization Increase or a Reverse Split. The number of Shares that each Selling Stockholder is entitled to receive as determined hereunder is set forth opposite each Selling Stockholder’s name on Exhibit A .

 

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1.2.       Instruments of Transfer .

 

(a)       Target Shares . Each Selling Stockholder shall deliver to the Company original certificates evidencing the Target Shares along with executed stock powers, in form and substance satisfactory to the Company, for purposes of assigning and transferring all of their right, title and interest in and to the Target Shares. From time to time after the Closing Date, and without further consideration, the Selling Stockholders will execute and deliver such other instruments of transfer and take such other actions as the Company may reasonably request in order to facilitate the transfer to the Company of the securities intended to be transferred hereunder.

 

(b)       The Shares . The Company shall deliver to the Selling Stockholders on (i) the Closing Date original certificates evidencing the Initial Shares and (ii) after the Effective Date, the Remaining Shares, in form and substance satisfactory to the Selling Stockholders, in order to effectively vest in the Selling Stockholders all right, title and interest in and to the Shares. From time to time after the Closing Date, and without further consideration, the Company will execute and deliver such other instruments and take such other actions as the Selling Stockholders may reasonably request in order to facilitate the issuance to them of the Shares.

 

1.3       Closing . The closing (“ Closing ”) of the exchange of the Target Shares and the Initial Shares shall take place at the offices of Spectrum Law Group, LLP, 1900 Main Street, Suite 125, Irvine, CA 92614 at 10:00 a.m., Pacific Daylight Time, on the third (3 rd ) Business Day following the satisfaction (or, to the extent permitted by Law, waiver by the party or parties entitled to the benefits thereof) of the conditions set forth in Sections 5.1 and 5.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other place, time and date as shall be agreed in writing by the Company and the Target. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date .”

 

1.4       Tax Free Reorganization . The parties intend that the transaction under this Agreement qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

 

2.      Representations, Warranties and Covenants of the Selling Stockholders . Each Selling Stockholder severally represents, warrants and covenants to and with the Company with respect to himself, as follows:

 

2.1.     Title to Shares . Each Selling Stockholder is the sole record and beneficial owner of the Target Shares held by such Selling Stockholder, free and clear of all liens, encumbrances, equities, assessments and claims, and that there are no warrants, options, subscriptions, calls, or other similar rights of any kind for the issuance or purchase of any of the Target Shares or other securities of the Target held by such Selling Stockholder. Upon delivery of the Target Shares by each Selling Stockholder and payment of the Company Shares in full by the Company pursuant to this Agreement, each Selling Stockholder will transfer to the Company valid legal title to the Target Shares held by such Selling Stockholder, free and clear of all restrictions, liens, encumbrances, equities, assessments and claims (other than any restrictions, liens, encumbrances, equities, assessments or claims as may arise from or as a result of (i) restrictions under applicable Federal and state securities laws, and (ii) any act or omission of the Company).

 

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2.2.       Authority Relative to this Agreement . Each Selling Stockholder has all requisite individual or corporate power and authority, as the case may be, to enter into and to carry out all of the terms of this Agreement and all other documents executed and delivered in connection herewith (collectively, the “ Documents ”). All individual or corporate action, as the case may be, on the part of each Selling Stockholder necessary for the authorization, execution, delivery and performance of the Documents by such Selling Stockholder has been taken and no further authorization on the part of such Selling Stockholder is required to consummate the transactions provided for in the Documents. When executed and delivered by each Selling Stockholder, the Documents shall constitute the valid and legally binding obligation of such Selling Stockholder, enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor’s rights generally and by general principles of equity.

 

2.3.       Securities Matters .

 

(a)      Each Selling Stockholder understands that (i) the Shares have not been registered or qualified under the Securities Act of 1933, as amended (the “ Securities Act ”) or any state securities or “blue sky” laws, on the ground that the sale provided for in this Agreement and the issuance of the securities hereunder is exempt from registration and qualification under Sections 4(2) and 18 of the Securities Act, and (ii) the Company’s reliance on such exemptions is predicated on the each Selling Stockholder’s representations set forth herein.

 

(b)      Each Selling Stockholder acknowledges that an investment in the Company involves an extremely high degree of risk , lack of liquidity and substantial restrictions on transferability and that such Selling Stockholder may lose his, her or its entire investment in the Shares.

 

(c)      The Company has made available to each Selling Stockholder or the advisors of any such Selling Stockholder the opportunity to obtain information to evaluate the merits and risks of the investment in the Shares, and each Selling Stockholder has received all information requested from the Company. Each Selling Stockholder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, plans, prospects, and financial condition of the Company and to obtain additional information as such Selling Stockholder has deemed appropriate for purposes of investing in the Shares pursuant to this Agreement.

 

(d)      Each Selling Stockholder, personally or through advisors, has expertise in evaluating and investing in private placement transactions of securities of companies in a similar stage of development to the Company and has sufficient knowledge and experience in financial and business matters to assess the relative merits and risks of an investment in the Company. In connection with the purchase of the Shares, each Selling Stockholder has relied solely upon independent investigations made by such Selling Stockholder and has consulted such Selling Stockholder’s own investment advisors, counsel and accountants. Each Selling Stockholder has adequate means of providing for current needs and personal contingencies, has no need for liquidity, and can sustain a complete loss of the investment in the Shares.

 

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(e)      The Shares which the Company is to issue hereunder will be acquired for each Selling Stockholder’s own account, for investment purposes, not as a nominee or agent, and not with a view to or for sale in connection with any distribution of the Shares in violation of applicable securities laws.

 

(f)      Each Selling Stockholder understands that no federal or state agency has passed upon the Shares or made any finding or determination as to the fairness of the investment in the Shares.

 

(g)      Each Selling Stockholder is an “Accredited Investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Each Selling Stockholder acknowledges that the Shares may be purchased only by persons who come within the definition of an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

 

(h)      No Selling Stockholder has received any general solicitation or general advertising concerning the Shares, nor is any Selling Stockholder aware of any such solicitation or advertising.

 

(i)      Each Selling Stockholder understands that the Shares will be characterized as “restricted” securities under federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Each Selling Stockholder agrees that such Selling Stockholder will not sell all or any portion of the Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. Each Selling Stockholder understands and acknowledges that all certificates representing the Shares shall bear the following legend or a legend of similar import and that the Company shall refuse to transfer the Shares except in accordance with such restrictions:

 

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER CERTAIN STATE SECURITIES LAWS. NO SALE OR TRANSFER OF THESE SHARES MAY BE MADE IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (2) AN OPINION OF COUNSEL THAT REGISTRATION UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS IS NOT

REQUIRED IN CONNECTION WITH SUCH PROPOSED SALE OR TRANSFER.”

 

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2.4.       Full Disclosure . No representations or warranties made by any Selling Stockholder in this Agreement, in any of the exhibits or schedules attached to this Agreement, or in the schedules attached hereto, or in any other statements furnished or to be furnished by the such Selling Stockholder to the Company pursuant to this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make any statement contained herein or therein not misleading. Copies of all documents heretofore or hereafter delivered or made available to the Company by any Selling Stockholder pursuant hereto were or will be complete and accurate records of such documents.

 

3.      Representations, Warranties and Covenants of the Target and the Selling Stockholders . The Target and each Selling Stockholder jointly and severally represents, warrants and covenants to the Company as follows (exceptions to the following representations and warranties shall be set forth on Schedules 3.1 through 3.22, which collectively are referred to as the “ Disclosure Schedule ”):

 

3.1.       Authority Relative to this Agreement . The Target has all requisite corporate power and authority to enter into and to carry out all of the terms of this Agreement and all other documents executed and delivered in connection herewith (collectively, the “ Documents ”). All corporate action on the part of the Target necessary for the authorization, execution, delivery and performance of the Documents by the Target has been taken and no further authorization on the part of the Target is required to consummate the transactions provided for in the Documents. When executed and delivered by the Target, the Documents shall constitute the valid and legally binding obligation of the Target, enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor’s rights generally and by general principles of equity.

 

3.2.       Capitalization of the Target . The authorized capital stock of the Target consists of 1,000 shares of common stock, no par value (the “ Target Common Stock ”), of which 100 shares are issued and outstanding. All issued and outstanding shares of Target Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are held of record by the Selling Stockholders. There are no outstanding options, warrants, rights, subscriptions, calls, contracts or other agreements to issue, purchase or acquire, or securities convertible into, shares of capital stock or other securities of any kind representing an ownership interest in the Target and no Selling Stockholder is a party to any proxy, voting trust or other agreements with respect to the voting of the Target Common Stock.

 

3.3.       Subsidiaries . Target has, and as of the Closing Date will have, no subsidiaries.

 

3.4.       Organization and Standing . The Target is a corporation duly organized, validly existing and in good standing under the laws of its state or jurisdiction of Delaware and is duly qualified or registered to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business conducted by it or the location of the properties owned or leased by it makes such qualification necessary and where the failure to be so qualified would have a material adverse effect on the Target. The Target has the full corporate power and authority to own or lease and operate its properties and to carry on its business as now being conducted.

 

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3.5.       No Default or Legal Restrictions . The Target is not in violation of its articles of incorporation, bylaws or other governing documents. The Target is not in default under, or in breach of any term or provision of, any contract, agreement, lease, license, commitment, mortgage, indenture, bond, note, instrument or other obligation set forth on Schedule 3.22 (each a “ Contract ”) where such default or breach would have a material adverse effect on the Target. The execution and delivery of this Agreement by the Target and the Selling Stockholders and the consummation of the transactions contemplated hereby do not and will not violate the articles of incorporation, bylaws or other governing documents of the Target, and, except where any such conflict, breach, default or violation would not have a material adverse effect on the Target, the execution and delivery of this Agreement by the Target and the Selling Stockholders and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or result in any breach of (or create in any party the right to accelerate, terminate, modify or cancel) any terms, conditions or provisions of, or constitute a default under, or require the consent of any party to, or result in the imposition of any lien or encumbrance upon any asset or property of the Target pursuant to the terms and conditions of, any Contract to which the Target or any Selling Stockholder is now a party or by which any of them or any of their respective properties, assets or rights may be bound or affected, (b) violate any provision of any law, rule or regulation of any administrative agency or governmental body, or any order, writ, injunction or decree of any court, administrative agency, governmental body or arbitrator, or (c) require any filing with, or license, permit, consent or other governmental approval of, any federal, state or local governmental body or governmental agency (including, without limitation, the Securities and Exchange Commission, other than the filing of a From D and similar state securities laws filings.)

 

3.6.       Compliance with Law . The Target is not in violation of any federal, state, local or foreign law, ordinance, regulation, judgment, decree, injunction or order of any court or other governmental entity. The Target has procured and are currently in possession of all licenses, permits and other governmental authorizations required by federal, state or local laws for the operation of the business of the Target in each jurisdiction in which the Target is currently conducting business, where the failure to possess such licenses, permits and authorizations would have a material adverse effect on the Target, and there is no basis for revoking any such license, permit or other authorization. Except as otherwise disclosed on Schedule 3.6 , such licenses are in full force and effect and there is no basis for any fines, penalties, or revocation of such licenses.

 

3.7.       Financial Statements .

 

(a)      The Target is currently having an accounting firm authorized to practice before the Securities and Exchange Commission conduct an audit of the balance sheet of the Target as of December 31, 2006, and the related statements of operations, shareholders’ equity and cash flows for the period from inception through December 31, 2006 (the “ Target Audited Financial Statements ”), and such audit shall be completed in sufficient time to have the Target Financial Statements to be filed as an exhibit to the amendment of the Current Report on Form 8-K described in Section 6.4 hereof. The Target Audited Financial Statements will be true and accurate, in accordance with the books and records of Target. Except as disclosed therein, the Target Financial Statements (i) will be in accordance with the books and records of the Target and will be prepared in conformity with generally accepted accounting principles (“ GAAP ”) consistently applied for all periods, and (ii) will fairly present the financial position of the Target as of the respective dates thereof, and the results of operations, and changes in shareholders’ equity and changes in cash flow for the periods then ended, all in accordance with GAAP consistently applied for all periods.

 

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(b)      Except as set forth on the Target Audited Financial Statements, the Target has no debt, liability or obligations of any nature, whether accrued, absolute, contingent, or otherwise, whether due or to become due and whether or not the amount hereof is readily ascertainable, that will not be reflected as a liability in the Target Audited Financial Statements or except for liabilities incurred by the Target in the ordinary course of business, consistent with past practices which are not otherwise prohibited by, or in violation of, or which will not result in a breach of, the representations, warranties, and covenants of the Target contained in this Agreement. There will be no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“ FAS No. 5 ”) issued by the Financial Accounting Standards Board (the “ FASB ”) which will not be adequately provided for in the Target Audited Financial Statements as required by FAS No. 5.

 

3.8.       Absence of Undisclosed Liabilities . The Target does not have any material liabilities, obligations or claims of any kind whatsoever which are required to be set forth in financial statements prepared in accordance with GAAP, whether secured or unsecured, accrued or unaccrued, fixed or contingent, matured or unmatured, direct or indirect, contingent or otherwise and whether due or to become due (referred to herein individually as a “ Liability ” and collectively as “ Liabilities ”), other than (a) Liabilities that are reserved for or disclosed in the Target Audited Financial Statements, (b) Liabilities that are set forth on Schedule 3.8 , (c) Liabilities incurred by the Target in the ordinary course of business after the date of the Target Audited Financial Statements (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 or violation of law), or (d) Liabilities for Contracts (other than any express executory obligations that might arise due to any default or other failure of performance by the Target prior to the Closing Date).

 

3.9.       Absence of Material Adverse Changes . Since the date of the Target Audited Financial Statements, there has not been any (a) material adverse change in the business, operations, properties, condition (financial or otherwise) of the Target, (b) damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting the business, properties or condition (financial or otherwise) of the Target, or (c) change by the Target in accounting methods or principles used for financial reporting purposes, except as required by a change in generally accepted accounting principles and concurred with by the Target’s independent certified public accountants.

 

3.10.       Real Property .

 

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(a)       Schedule 3.10 contains a list of all real property owned by or leased to the Target. Neither the Target nor any Selling Stockholder has received any notification that there is any violation of any law, ordinance or regulation with respect to such real property that would result in a material fine or penalty or the abatement of which would require a material capital expenditure.

 

(b)      The Target has good and marketable title to all real property indicated on Schedule 3.10 as owned by the Target, subject to (i) easements, servitudes and rights-of-way of record or in actual or apparent use, (ii) any state of facts that a visual inspection might reveal, (iii) rights of the public in any portion of the premises that may fall in any public street, way or alley, (iv) zoning laws, building laws and building restrictions of record, (v) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings, (vi) liens imposed by law incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers, materialmen and the like, (vii) liens or imperfections of title that do not materially detract or interfere with the present use or value of such real property, and (viii) mortgages, liens, encumbrances, claims or restrictions, if any, that do not materially detract from or interfere with the present use or value of such real property.

 

(c)      There are no pending or threatened condemnation proceedings relating to any real property owned by or leased to the Target, or other matters affecting materially or adversely the current use, occupancy, or value of any such real property.

 

(d)      There are no leases, subleases, licenses, material concessions, or other material agreements, written or oral granting to any party or parties the right of use or occupancy of any portion of any real property owned by the Target.

 

(e)      There are no outstanding options or rights of first refusal to purchase any of the real property owned by the Target, or any portion thereof or interest therein.

 

(f)      The leases relating to the real property leased by the Target or any of the Subsidiaries are valid and in full force and there does not exist any default thereunder that materially detracts from or interferes with the present use or value of such real property.

 

3.11.       Tangible Personal Property .

 

(a)      The Target has good and marketable title to all tangible personal property it purports to own as of the date of the Target Audited Financial Statements (except for personal property sold or otherwise disposed of since the date of the Target Audited Financial Statements in the ordinary course of business), free and clear of all mortgages, liens, encumbrances, claims or restrictions other than (i) liens for current taxes not due and payable or being contested in good faith by appropriate proceedings, (ii) liens imposed by law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers, materialmen and the like, and (iii) mortgages, liens, encumbrances, claims or restrictions, if any, that do not materially detract from or interfere with the present use or value of such personal property.

 

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(b)      All leases relating to personal property are valid and in full force and there does not exist any default thereunder where such default would materially detract from or interfere with the present use or value of such personal property.

 

3.12.       Intellectual Property Rights . Schedule 3.12 contains a list of all patents, trademarks, trade names, corporate names, service marks, computer software, customer lists, processes, know-how and trade secrets (collectively, the “ Intellectual Property ”) used in or necessary for the conduct of the business of the Target or any of the Subsidiaries as currently conducted. The Target owns, or is licensed to use, all of the Intellectual Property. No claim has been asserted or threatened by any person with respect to the use of such Intellectual Property or challenging or questioning the validity or effectiveness of any such license or agreement with respect thereto, and the use of such Intellectual Property by the Target does not infringe on the rights of any other person.

 

3.13.       Taxes .

 

(a)      The Target has filed all material returns, declarations, reports, claims for refund, or information returns or statements relating to any Federal, State, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, custom duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty or addition thereto whether disputed or not (individually, a “ Tax ” and, collectively, “ Taxes ”), and further including any schedule or attachment thereto, and any amendment thereof, that the Target and the Subsidiaries were required to file under any Federal, State, local, or foreign laws (individually, a “ Tax Return ” and, collectively, “ Tax Returns ”). All such Tax Returns were correct and complete in all material respects. All Taxes owed by the Target have been paid when due or adequate provision has been made therefore in the applicable financial statements. There are no security interests or liens on any of the assets or the stock or other securities of the Target that arose in connection with any failure (or alleged failure) to pay any Tax.

 

(b)      The Target has withheld and paid all Taxes required by law to have been withheld and paid in connection with amounts paid or owing to any employee, commissioned agent, creditor, stockholder, or other third party.

 

(c)      There is no dispute or claim concerning any Tax liability of, or attributable to, the Target (including, without limitation, any dispute or claim with respect to any jurisdiction in which the Target do not currently file Tax Returns) either (i) claimed or raised by any authority in writing, or (ii) as to which the Target or any Selling Stockholder has knowledge.

 

(d)      The Target has not waived or extended any statute of limitations in respect of any assessment or collection of Taxes or any alleged, proposed or actual deficiency in Taxes or agreed to any extension of time with respect to the filing of any Tax Return. 

 

(e)      The Target has not filed a consent under Section 341(f) of the Internal Revenue Code (the “ Code ”).

 

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(f)      The Target has not made any payments, or is obligated to make payments, and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code.

 

(g)      The Target has no liability for the Taxes of any person or entity other than the Target (i) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of State, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise.

 

3.14.       Litigation . Other than as set forth on Schedule 3.14 , there is no legal, administrative, arbitration or other proceeding, suit, claim or action of any nature or investigation, review or audit of any kind pending or threatened against or involving the Target or its assets or properties.

 

3.15.       Employee Benefit Plans .

 

(a)      The Target has complied in all material respects with all applicable laws relating to the employment of labor, including, without limitation, the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), and those relating to wage, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity and the payment of withholding taxes, including income and social security taxes, and has withheld (and paid over to the appropriate authorities) all amounts required by law or agreement to be held from the wages or salaries of its employees.

 

(b)      With respect to each employee welfare benefit plan of the Target or any of the Subsidiaries, as defined in Section 3(1) of ERISA (a “ Welfare Plan ”), and any deferred benefit plan of the Target, as defined in Section 3(2) of ERISA (a “ Pension Plan ”), there


 
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