ASSET PURCHASE AND SALE AGREEMENT Between ROANOKE GAS COMPANY as Seller, And APPALACHIAN NATURAL GAS DISTRIBUTION COMPANY, as Buyer February 16, 2007

Exhibit 10.2

ASSET PURCHASE AND SALE AGREEMENT

Between

ROANOKE GAS COMPANY

as Seller,

And

APPALACHIAN NATURAL GAS DISTRIBUTION COMPANY,

as Buyer

February 16, 2007

TABLE OF CONTENTS

ASSET PURCHASE AND SALE AGREEMENT

This Asset Purchase and Sale Agreement, dated as of February 16, 2007 (hereinafter this “ Agreement ”), is made by and between Roanoke Gas Company, a Virginia corporation (“Roanoke” or “Seller”) and Appalachian Natural Gas Distribution Company, a Virginia corporation (the “Buyer”).

WITNESSETH:

WHEREAS, Roanoke, is engaged in the business of certain natural gas distribution and activities relating thereto in the city of Roanoke, Virginia, and surrounding areas, as well as in the town of Bluefield and the county of Tazewell, Virginia; and

WHEREAS, Buyer, is engaged in the business of certain natural gas distribution and activities, related thereto in the state of Virginia; and

WHEREAS, on the terms and subject to the conditions of this Agreement, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of the natural gas distribution assets of Roanoke related to its operations in and around the town of Bluefield and the county of Tazewell, Virginia (the “Business”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound, the parties hereby agree as follows.

ARTICLE I

DEFINITIONS

Section 1.1. Certain Definitions . As used in this Agreement, the following terms will have the respective meanings set forth below:

“ Action ” shall mean any claim, action, litigation, suit, arbitration, proceeding, investigation, or other legal or administrative proceeding.

“ Acquisition Proposal ” shall have the meaning specified in Section 6.11 .

“ Adjustment Amount ” shall have the meaning specified in Section 2.2(c) (iv) .

“ Adjusted Closing Date Balance Sheet ” shall have the meaning specified in Section 2.2 (c) .

“ Adjustment Statement ” shall have the meaning specified in Section 2.2(c) (i) .

“ Affiliate ” of a Person shall mean any other Person that directly or indirectly, through one or more intermediaries, Controls, is controlled by, or is under common Control with, the first mentioned Person.

“ Agreement ” shall have the meaning specified in the Preamble hereto.

“ Assets ” shall mean and include the following: to the extent owned by Roanoke and used in the Business: real property in the Bluefield, Virginia area, utility plant and structures, equipment, allocated natural gas inventories, if any, regulatory assets net of regulatory liabilities, materials and supplies, accounts receivable, business records related exclusively to the Business, customer lists, transferable permits and other mutually acceptable identified assets of the Business.

“ Books and Records ” shall have the meaning specified in Section 6.4(a) .

“ Business ” shall mean Roanoke’s natural gas distribution operations in the town of Bluefield and the county of Tazewell, Virginia.

“ Business Day ” shall mean any day other than a Saturday, a Sunday or a day banks in the State of Virginia are authorized or required to be closed.

“ Business Employee ” shall mean any individual who is an employee of Seller whose employment relates primarily to this Business.

“ Buyer ” shall have the meaning specified in the Preamble hereto.

“ Buyer Indemnified Parties ” shall have the meaning specified in Section 9.2(a) .

“ Buyer Material Adverse Effect ” shall mean any change or effect that would materially and adversely impair or impact Buyer’s ability to perform its obligations hereunder.

“ Closing ” shall have the meaning specified in Section 2.3 .

“ Closing Date ” shall have the meaning specified in Section 2.3 .

“ Closing Date List of Assets ” shall mean the list of the Business assets, subject to the Agreement, prepared prior to closing, as specified in Section 2.2 (a).

“ Closing Date Purchase Price ” shall mean the aggregate purchase price paid by Buyer pursuant to Section 2.2 .

“ Commission ” shall mean the Virginia State Corporation Commission

“ Control ,” and its derivative expressions, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Damages ” shall have the meaning specified in Section 9.2(a) .

“ De Minimis Buyer Losses ” shall have the meaning specified in Section 9.2(b) (ii) .

“ Disclosed Contracts ” shall have the meaning specified in Section 4 .

“ Environmental Laws ” shall mean any and all laws relating to the prevention of pollution, the preservation and restoration of environmental quality, or the protection of human health, wildlife, or environmentally sensitive areas, the remediation of contamination or the handling, transportation, disposal or release into the environment of Hazardous Materials.

“ Excluded Assets ” shall mean all records, files, agreements, properties or interests which are not directly relating to the Business and which support the remainder of the Ronaoke operations outside of Bluefield, Virginia.

“ Final Adjustment Statement ” shall have the meaning specified in Section 2.2(c) (iii) .

Final Purchase Price ” shall mean the aggregate purchase price paid by Buyer pursuant to Article II , as finally adjusted pursuant to Section 2.1(a) .

“ GAAP ” shall mean United States generally accepted accounting principles as of the date hereof applied on a consistent basis during the periods involved.

“ Governmental Entity ” shall mean any federal, state, local, domestic or foreign government or any court of competent jurisdiction, regulatory or administrative agency or commission or other Governmental Entity or instrumentality, whether federal, state, local, domestic or foreign.

“ Initial Purchase Price ” shall mean the aggregate purchase price as specified in Section 2.1(a) .

“ Interest Rate ” shall mean the Prime Rate.

“ Law ” means any statute, law, ordinance, rule or regulation.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Material Adverse Impact ” shall mean damages to the Business or the Assets of the Business equaling $20,000 or more.

“ Material Adverse Effect ” shall mean a material adverse effect on the Assets, properties, financial condition or results of operations of the Business, taken as a whole, excluding any effect related to or resulting from (a) any event affecting the United States or global economy or capital or financial markets generally, (b) any change in conditions in the United States or Virginia (or any other state) natural gas distribution business generally, (c) any change in Law or GAAP, or in the authoritative interpretations thereof or in regulatory guidance related thereto, or (d) the Excluded Assets.

“ Neutral Auditor ” shall have the meaning specified in Section 2.2(c) (iii) .

“ Roanoke ” shall have the meaning specified in the Recitals hereto.

“ Order ” means any judicial judgment, decision, decree, order, settlement, injunction, writ, stipulation, determination or award, in each case to the extent binding and finally determined.

“ Permit ” means any license, franchise, registration, permit, order, approval, consent, waiver, variance, exemption or any other authorization of or from any Governmental Entity.

“ Person ” shall mean an individual, corporation, partnership, limited liability company, association, trust, incorporated organization, other entity or group (as defined in Section 13(d)(3) of the Exchange Act of 1934, as amended).

“ Pre-Closing Period ” shall have the meaning specified in Section 10.1(a) .

“ Prime Rate ” shall mean the annual rate of interest published from time to time as the “Prime Rate” in the “Money Rates” section of The Wall Street Journal.

“ Required Consents ” shall have the meaning specified in Section 7.1(b) .

“ Resolution Period ” shall have the meaning specified in Section 2.2(c) (iii) .

“ Seller ” shall have the meaning specified in the Preamble hereto.

“ Seller Indemnified Parties ” shall have the meaning specified in Section 9.3(a) .

“ Seller’s Threshold ” shall have the meaning specified in Section 9.2(b) (ii) .

“ Subsidiary ” or “ Subsidiaries ” of any Person shall mean any corporation, partnership, joint venture or other legal entity of which such Person (either alone or through or together with any other Subsidiary), owns, directly or indirectly, 50% or more of the stock or other equity interests the holder of which is generally entitled to vote for the election of the board of directors or other governing body of such corporation, partnership, joint venture or other legal entity.

“ Survival Period ” shall have the meaning specified in Section 9.1(a) .

“ Taxes ” shall mean any federal, state, local and foreign income, franchise, gross receipts, sales, use, property, real estate and any other similar taxes.

“ Taxing Authority ” shall mean any Governmental Entity serving as a tax authority.

“ Tax Returns ” shall mean any Taxes that are required to be filed.

“ Third-Party Approvals ” means any approval, consent, waiver, variance, exemption or any other authorization of or from any person that is not a Governmental Entity or an Affiliate of the person seeking such Third-Party Approval.

“ Transfer Taxes ” shall have the meaning specified in Section 10.4 .

“ Virginia Code ” shall mean the (Utility Transfers Act, Section 56-89, et seq. of the Virginia Code)

“ WARN ” shall have the meaning specified in Section 6.6 .

Section 1.2. Interpretation . When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. For purposes of this Agreement, (a) words in the singular will be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other gender as the context requires, (b) the terms “hereof”, “herein”, “herewith” and “hereunder” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation” and (d) captions to articles, sections and subsections of, and schedules and exhibits to, this Agreement are included for convenience and reference only and shall not constitute a part of this Agreement or affect the meaning or construction of any provision hereof. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

ARTICLE II

PURCHASE PRICE; CLOSING

Section 2.1. Purchase Price .

(a) Initial Purchase Price . The purchase price (“Initial Purchase Price”) for the Assets of the Business (which are listed in Schedule 2.1) shall be an amount (subject to adjustment as provided in Section 2.2 ) equal to the book value of net plant, plus 1%, plus accounts receivable, natural gas inventory, and other current assets included in the Closing Date List of Assets (attached as Schedule 2.1 ). Based on the foregoing the Initial Purchase Price currently is estimated at $3,300,000. The Initial Purchase Price shall be adjusted at closing pursuant to Section 2.2(a) (as so adjusted, the “Closing Date Purchase Price”) and shall be further adjusted post closing pursuant to Section 2.2(c) hereof (the Initial Purchase Price, as so finally adjusted, being the “Final Purchase Price”).

Section 2.2. Purchase Price Adjustment

(a) Closing Date Purchase Price Adjustments and Procedures . Not more than ten (10) Business Days nor less than five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer (1) a Closing Date Balance Sheet and (2) a certificate of an authorized officer setting forth Seller’s good faith estimate, as of the Closing Date, of the Closing Date

Purchase Price, together with a statement of the factual basis, mathematical calculations and accounting methods used to adjust the Initial Purchase Price, including adjustments for the pro-ration of real estate taxes and personal property taxes, as well as for Buyer’s assumption of Customer Deposits as of the Closing Date

(b) Payment of Closing Date Purchase Price . At the Closing Buyer shall pay and deliver to Seller the Closing Date Purchase Price as follows: Buyer shall pay to Seller the Closing Date Purchase Price, in cash plus the delivery of a promissory note in the amount of $1,300,000 payable to Roanoke in the form attached hereto in Schedule 2.2 . Payment of the cash portion of the Closing Date Purchase Price shall be made by wire transfer of immediately available funds, in United States Dollars, to such bank accounts as shall be designated by Seller in writing at least one Business Day prior to Closing.

(c) Final Purchase Price Adjustment

(i) Within 120 days after the Closing Date, Buyer shall prepare and deliver to Seller the Adjusted Closing Date List of Assets and associated working papers, which reflects changes resulting from Buyers post closing evaluation. Based upon the Adjusted Closing Date List of Assets, Buyer will also provide an Adjustment Statement which calculates adjustments to the Closing Date Purchase Price, resulting in the Final Purchase Price. Seller shall provide Buyer and its independent accountants and financial advisors, at no expense to Buyer, with all accounting services, assistance and access during normal business hours to the working papers, accounting and other books and records of the Business and the appropriate personnel of the Business to the extent required to complete its preparation of the Adjustment Statement.

(ii) After receipt of the Adjustment Statement, Seller shall have 30 days to review Adjustment Statement. On or prior to the 30th day after actual receipt by the Seller of the Adjustment Statement, Seller shall deliver written notice to Buyer specifying in reasonable detail any disputed items and the basis therefore. If Seller fails to so notify Buyer of any such disputes on or prior to the 30th day after receipt of the Adjustment Statement, all calculations and valuations set forth on the Adjustment Statement shall be deemed accepted by Seller and shall be final, binding, conclusive and non-appealable for all purposes of this Agreement.

(iii) If Seller so notifies Buyer of any disputed items on the Adjustment Statement in accordance with the above provisions, Seller and Buyer shall, over the 20 days following the date of such notice (the “ Resolution Period ”), attempt to resolve their differences and any written resolution by them as to any disputed item shall be final, binding, conclusive and non-appealable for all purposes of this Agreement. If at the conclusion of the Resolution Period, Seller and Buyer have not reached an agreement on the disputed items, then all items remaining in dispute shall be submitted by Seller and Buyer to an independent auditor as to which the parties shall reasonably agree prior to expiration of the Resolution Period (the “ Neutral Auditor ”). All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be borne 50% by Seller and 50% by Buyer. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the party incurring such cost and expense. The Neutral Auditor shall determine the fairness of those items still in dispute at the

end of the Resolution Period. In no event shall the Neutral Auditor’s determination be outside of the range of amounts claimed by the respective parties with respect to those items in dispute. The parties shall instruct the Neutral Auditor to render its reasoned written decision as soon as practicable but in no event later than 45 days after its engagement (which engagement shall be made no later than ten (10) Business Days after the end of the Resolution Period). Such decision shall be set forth in a written statement delivered to Seller and Buyer and shall be final, binding, conclusive and nonappealable for all purposes hereunder. The term “ Final Adjustment Statement ” shall mean the definitive Adjustment Statement agreed to (or deemed agreed to) by Seller and Buyer in accordance with Section 2.2(c) (ii)  or the definitive Adjustment Statement resulting from the determination made by the Neutral Auditor in accordance with this Section 2.2(c) (iii) , in each case setting forth the final determination of the Adjusted Closing Date List of Assets.

(iv) If the Final Adjustment Statement results in an adjustment to the Closing Date Purchase Price, the party owing any difference, either Buyer or Seller, shall make payment by mutually acceptable method of immediately available funds to the account designated by Seller or Buyer, as the case may be, in United States Dollars, within five (5) Business Days after (a) the Adjustment Statement has been accepted or deemed accepted by Buyer pursuant to Section 2.2(c)(ii) , (b) any proposed change made by Buyer has been agreed upon by the parties during the Resolution Period or (c) a final determination has been made by the Neutral Auditor as described in Section 2.2(c)(iii) , as applicable. Payments due shall be paid to the applicable party together with interest at the Interest Rate from and including the Closing Date to but excluding the date of payment.

Section 2.3. Closing . Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII hereof, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Buyer in Abingdon, Virginia at 10:00 a.m., Eastern Standard time, on the second Business Day after all of the conditions to the Closing set forth in Article VII hereof are satisfied or waived, or such other date, time and place as shall be agreed upon by Seller and Buyer (the actual date and time of the Closing being the “ Closing Date ”).

Section 2.4. Buyer Deliveries . At the Closing, Buyer shall deliver to Seller:

(a) a certificate confirming the good standing of Buyer from the Secretary of State of the Commonwealth of Virginia, dated within ten (10) Business Days of the Closing Date;

(b) a cross receipt acknowledging receipt of the Assets of the Business;

(c) a certificate from authorized officers of Buyer, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and (b)  have been satisfied;

(d) evidence of approval of all the Governmental Entities required of Buyer;

(e) cash equal to the Closing Date Purchase Price, as and to the extent provided in Section 2.2(b) ;

(f) a promissory note in the amount and substantially in the form attached hereto in Schedule 2.2(b) ;

(g) such other agreements, consents, documents and instruments as are reasonably required to be delivered by Buyer at the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the Business contemplated hereby.

Section 2.5. Deliveries of Seller . At the Closing, Seller shall deliver, or cause Roanoke to deliver, to Buyer:

(a) certificates confirming (i) the due incorporation of RGC and Roanoke, and (ii) the good standing of RGC and Roanoke from the Secretary of State of the applicable states of their incorporation dated within ten (10) Business Days of the Closing Date;

(b) duly executed assignments and bills of sale, to the extent necessary for Buyer to perfect its ownership interest therein, for the assets listed in Schedule 2.1(a) including but not limited to titles to all motor vehicles and equipment include in the Assets of the Business;

(c) a cross receipt acknowledging receipt of the Closing Date Purchase Price payable at Closing pursuant to Section 2.2(b) ;

(d) evidence of the approvals of the Governmental Entities required of Seller set forth on Schedule 3.3 ;

(e) Executed Service Agreements containing substantially the same terms and conditions set forth in Schedule 2.5 hereof, duly executed by Buyer and Seller, pursuant to which Seller or an Affiliate of Seller will provide mutually agreed services to Buyer. The scope of services and fees charged therefore shall be reasonably agreed to by Seller and Buyer prior to closing;

(f) such other agreements, consents, documents and instruments as are reasonably required to be delivered by Seller at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as Buyer or its counsel may reasonably request in connection with the purchase of the Stock Interests contemplated hereby.

ARTICLE III

REPRESENTATIONS AND WARRANTIES RELATING to Roanoke

Seller represents and warrants to Buyer that, as of the date of this Agreement:

Section 3.1. Due Incorporation . Roanoke is duly incorporated, validly existing and in good standing under the laws of its state of Virginia. Roanoke has the requisite corporate power and authority to own its properties and assets and to carry on its business as presently conducted. Roanoke is duly authorized, qualified or licensed or owns or has the valid right to use all assets, rights, contracts, permits and interests necessary for the conduct of the Business and is in good standing in every jurisdiction wherein, by reason of the nature of the Business, the failure to be so qualified would have a Material Adverse Effect.

Section 3.2. Non-Contravention . The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated thereby, will not (a) violate or conflict with any provision of the certificate of incorporation or bylaws of Roanoke and (b) assuming that all Permits and Third-Party Approvals set forth in Schedule 3.3 hereto have been obtained or made or filed, (i) violate any Law or Order to which Roanoke is subject or (ii) constitute any default under, or trigger any “change-in-control” rights or remedies under, or give rise to any Lien , acceleration of remedies, any buy-out right or rights of first offer or refusal or of termination under any contract, license, indenture, mortgage, lease, note or other agreement or instrument to which Roanoke is subject or is a party, except, in the case of this clause (b) for any such violation, conflict, breach, default or creation of any Lien (A) which would not have a Material Adverse Effect or (B) that has been waived, cured or consented to on or prior to the Closing Date.

Section 3.3 Ownership Interest, No Encumbrances

(a) Roanoke has good title to the Business and all Assets of the Business free and clear of all Liens and restrictions on transfer, and has the full corporate power, right and authority to transfer and convey all the Business and related Assets to the Buyer at the Closing.

(b) Except as set forth on Schedule 3.3 , there are no outstanding options, warrants or other rights of any kind relating to the Business which have been issued, granted or entered into by Seller.

Section 3.4 Contracts . Schedule 3.4 is a true and complete list of contracts to which Roanoke is either a party or bound, or which otherwise constitutes part of or relates to the Business (“Disclosed Contract(s)”):

(a)

(i) that involves payments or receipts of more than $20,000 per annum, or more than $70,000 in the aggregate;

(ii) that contain a covenant not to compete restricting Roanoke or an Affiliate from competing in the regulated distribution of natural gas in any region;

(iii) under which Roanoke has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money, or (B) granted a Lien on its assets, whether tangible or intangible;

(iv) involve hedges, swaps, fixed priced commitments or other derivatives that would be an obligation of the Business after Closing;

(v) that is a Contract for the employment of any individual on a full-time, part-time, consulting or other basis;

(vi) that involves the licensing of Intellectual Property used in connection with the Business, including all Contracts whereby Roanoke has been licensed, has licensed or sublicensed, is obligated to pay any royalty or other fee for the use of or right to use or any third party (including any current or former employee or officer) has retained, acquired or licensed the right to use any Intellectual Property;

(vii) that is a Contract or collective bargaining agreement with any labor union or representative of Business Employees;

(viii) that is any amendment, supplement or restatement or other modification relating to any of the foregoing.

(b) Seller has furnished or made available to Buyers a true and complete copy of each Disclosed Contract.

(i) To Seller’s knowledge, each Disclosed Contract is valid and in full force and effect according to its terms, except as the enforceability may be limited by bankruptcy, insolvency, or other similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity, and

(ii) Roanoke is not in default or breach under any such Disclosed Contract, except where such default or breach would not have a Material Adverse Impact. To Seller’s knowledge, the other Parties thereto are not in default or breach under any such Disclosed Contract and there are no Actions affecting the same of which Seller has received notice except where such failure to be valid or in full force and effect or such default, breach or Action would not have a Material Adverse Impact.

Section 3.5 Litigation . Except as set forth in Schedule 3.5 there are no Actions pending and to Seller’s knowledge, there is no Action threatened in law or in equity or before any Governmental Entity, against Roanoke that if determined or resolve adversely, could result in a Material Adverse Impact.

Section 3.6 Compliance with Laws

(a) Except as disclosed on Schedule 3.6 and except for those failures to have, to be in full force and effect, to file, retain and maintain and to comply, in the aggregate, that would not have a Material Adverse Impact: (i) to Roanoke’s knowledge, Roanoke has all Permits issued by Governmental Entities and required thereby for the operation of the Business, (ii) all such Permits are in full force and effect and no Action is pending, nor to Roanoke’s knowledge, threatened, to suspend, revoke or terminate any such Permit or declare any such Permit invalid, (iii) to Roanoke’s knowledge, Roanoke has filed all necessary reports and maintained and retained all required records pertaining to such Permits and (iv) to Roanoke’s knowledge Roanoke, has otherwise complied with all of the Laws and Orders applicable to its existence, financial conditions, operations and business. Seller is not making any representation or warranty in this Section 4.6 with respect to any Taxes, or any environmental matter, as such matters are exclusively addressed in Section 3.7, and Section 3.8 , respectively.

(b) Except as set forth on Schedule 3.5 , to the knowledge of Seller, the properties and operations of the Business are in compliance with all pipeline safety and occupational health and safety requirements imposed by any Governmental Entity under Law with respect to such properties and operations, except where failure to comply would not have a Material Adverse Impact.

Section 3.7 Tax Matters .

(a) Except as set forth on Schedule 3.6 , to Seller’s knowledge, Roanoke has timely filed all material Tax Returns required to be filed on or prior to the Closing Date, all such Tax Returns were true and complete in all material respects and all material Taxes owed by each Purchased Company (whether or not shown on any Tax Return) have been timely paid;

(b) Roanoke is not currently the beneficiary of any extension of time within which to file any Tax Return;

(c) there is no Action pending, or to Seller’s knowledge, threatened against, or with respect to Roanoke any Tax or Tax assessment, nor has any unresolved written claim for additional Tax or Tax assessment been asserted or, to Seller’s knowledge, been proposed by any Tax Authority;

(d) there are no Liens on any of the assets of Roanoke that arose in connection with any failure (or alleged failure) to pay any Tax:

(e) no claim has been made by any Taxing Authority in a jurisdiction where Roanoke does not file Tax Returns that it is or may be subject to taxation in that jurisdiction;

(f) Roanoke has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency;

(g) Roanoke does not (A) have any liability for the Taxes of any other Person under Treasury Regulations section 1.1502-6 (or any similar provision of state, local or foreign law), (B) have any liability for the Taxes of any Person as a transferee or successor, or otherwise, or (C) is a Party to any contract providing for the payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters;

(h) Roanoke has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, creditor, shareholder, stockholder, member, manager, partner, independent contractor or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed;

(i) to the best of Roanoke’s knowledge, Roanoke has never engaged in a “listed transaction” as such term is defined in Treasury Regulations section 1.6011-4(b) (2);

(j) no portion of Roanoke has ever been “sold or exchanged” as those terms are used in IRC Section 708(b) (1) (B); and

(k) to the knowledge of Seller, Schedule 3.6 sets forth any and all claims (whether or not previously resolved) for additional Tax or Tax assessments against Roanoke at any time during the preceding three (3) years.

Section 3.8 Environmental Matters . Except as set forth on Schedule 3.8 : (a) to Seller’s knowledge, Roanoke and their respective properties and operations are and, within any unexpired statute of limitations period, have been in compliance with applicable Environmental Laws except where failure to comply should not have a Material Adverse Impact, (b) the properties owned, leased, operated or occupied by Roanoke are not subject to any unfulfilled remedial obligation imposed under applicable Environmental Laws, (c) Roanoke possesses all Permits required under applicable Environmental Laws for the Business as presently conducted, and to Seller’s knowledge all such Permits are in full force and effect, (d) Seller has not received any notice of alleged violation of or potential liability under applicable Environmental Laws relating to the Business, that have not been resolved to the satisfaction of a Governmental Body, (e) to SellerR