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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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sufficient in nature, scope and amounts to insure adequately (and, in any event,
in amounts sufficient to prevent Key or any Subsidiary from becoming a coinsurer
within  the  terms  of  such  policies)  Key's  or  any  Subsidiary's  business,
operations and properties.

         SECTION 4.11 Tax Matters.

         (a) Each of Key and each of its Subsidiaries has in accordance with all
Applicable  Laws filed all Tax Returns  which are  required to be filed,  except
with  respect  to  failures  to file  which in the  aggregate  would not have an
Adverse Effect on Key and its  Subsidiaries  taken as a whole,  and has paid, or
made  adequate  provision for the payment of, all Taxes which have or may become
due and payable pursuant to said Returns and all other governmental  charges and
assessments  received  to date other than those Taxes  being  contested  in good
faith for which  adequate  provision  has been made on the most  recent  balance
sheet forming part of the Key Financial  Statements.  The Tax Returns of Key and
each  Subsidiary  have been prepared in accordance  with all Applicable Laws and
generally accepted principles  applicable to taxation  consistently applied. All
Taxes which Key and each  Subsidiary are required by law to withhold and collect
have been duly  withheld  and  collected,  and have been paid over,  in a timely
manner, to the proper Authorities to the extent due and payable. Neither Key nor
any Subsidiary has executed any waiver to extend,  or otherwise  taken or failed
to take any  action  that would have the  effect of  extending,  the  applicable
statute  of  limitations  in  respect  of  any  Tax  liabilities  of  Key or any
Subsidiary  for the fiscal years prior to and  including  the most recent fiscal
year.  Adequate provision has been made on the most recent balance sheet forming
part of the Key  Financial  Statements  for all  Taxes  of any  kind,  including
interest and penalties in respect thereof,  whether disputed or not, and whether
past, current or deferred, accrued or unaccrued, fixed, contingent,  absolute or
other,  and to the  knowledge,  information  and  belief  of  Key  there  are no
transactions  or matters or any basis which might or could result in  additional
Taxes of any material  nature to Key and its  Subsidiaries  taken as a whole for
which an adequate  reserve has not been provided on such balance sheet.  Neither
Key nor any  Subsidiary  is a  "consenting  corporation"  within the  meaning of
Section  341(f) of the Code.  Each of Key and each  Subsidiary  has at all times
been taxable as a Subchapter C corporation  under the Code,  except as otherwise
set forth in Section 4.11(a) of the Key Disclosure Schedule. Neither Key nor any
Subsidiary has ever been a member of any consolidated group (other than with Key
and its Subsidiaries) for Tax purposes during the past five (5) years.

         (b) Each of Key and each  Subsidiary  has paid  all  Taxes  which  have
become due  pursuant to its Returns and has paid all  installments  of estimated
Taxes due and payable.

         (c) From  the end of its most  recent  fiscal  year to the date  hereof
neither  Key nor any  Subsidiary  has made any  payment  on account of any Taxes
except regular payments required in the ordinary course of business with respect
to current operations or property presently owned.

         (d) The information  shown on the Federal Income Tax Returns of Key and
its  Subsidiaries  (true,  accurate  and  complete  copies  of which  have  been
furnished  by Key to  Key)  is  true,  accurate  and  complete  and  fairly  and
accurately  reflects the  information  purported to be shown.  Federal and State
Income Tax Returns of Key and its Subsidiaries have not been examined by the IRS
or any applicable state  Authority,  and neither Key nor any Subsidiary has been
notified of any proposed examination,  except as shown in Section 4.11(d) of the
Key Disclosure Schedule.

         (e)  Neither  Key or any  Subsidiary  is a  party  to any  tax  sharing
agreement  or  arrangement  except as set forth in  Section  4.11(e)  of the Key
Disclosure Schedule.


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