Target Group Company directly owns any equity or similar
interest in, or any interest convertible into or exchangeable or exercisable for
any equity or similar interest in, any corporation, partnership, limited
liability company, joint venture or other business association or entity.
5.8
Financial Statements.
5.8.1
SELLER PARENT HAS PROVIDED TO BUYER TRUE AND CORRECT COPIES OF THE
STANDALONE UNAUDITED BALANCE SHEETS AS OF SEPTEMBER 30, 2009, AND THE RELATED
STATEMENTS OF PROFITS AND LOSS FOR THE 9-MONTH PERIOD ENDED AS OF SEPTEMBER 30,
2009 FOR EACH TARGET GROUP COMPANY (COLLECTIVELY, THE "TARGET GROUP FINANCIAL
STATEMENTS").
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5.8.2
THE TARGET GROUP FINANCIAL STATEMENTS: (A) HAVE BEEN PREPARED IN
CONFORMITY WITH U.S. GAAP APPLIED ON A CONSISTENT BASIS, (B) HAVE BEEN BASED
UPON THE INFORMATION CONCERNING EACH TARGET GROUP COMPANY AND CONTAINED IN SUCH
TARGET GROUP COMPANY'S BOOKS AND RECORDS, AND (C) PRESENT FAIRLY IN ALL MATERIAL
RESPECTS THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SUCH TARGET GROUP
COMPANY AS OF THE TIMES AND FOR THE PERIODS REFERRED TO THEREIN IN ACCORDANCE
WITH U.S. GAAP (IN EACH CASE, SUBJECT TO NORMAL YEAR-END ADJUSTMENTS AND THE
ABSENCE OF FOOTNOTES); PROVIDED, HOWEVER, THAT TO THE EXTENT THAT THE TARGET
GROUP FINANCIAL STATEMENTS INCORPORATE FINANCIAL INFORMATION OF THE J:COM GROUP,
SUCH REPRESENTATION IS MADE TO SELLER PARENT'S KNOWLEDGE.
5.9
TITLE TO ASSETS.
5.9.1
NO TARGET GROUP COMPANY OWNS OR HAS EVER OWNED ANY MATERIAL TANGIBLE
PERSONAL PROPERTY, OTHER THAN CASH AND AN INTERCOMPANY PROMISSORY NOTE IN FAVOR
OF LIBERTY JAPAN THAT WILL BE DISTRIBUTED TO LGJ HOLDINGS PRIOR TO THE CLOSING.
5.9.2
NO TARGET GROUP COMPANY IS OR HAS EVER BEEN A PARTY TO ANY MATERIAL
LEASES OF REAL PROPERTY OR PERSONAL PROPERTY.
5.9.3
NO TARGET GROUP COMPANY OWNS OR HAS EVER OWNED ANY REAL PROPERTY.
5.10
Liabilities.
The current business purpose of the Target Group
Companies is solely to hold the SM Units and the J:COM Shares. Except as set
forth in Schedule 5.10, following the Mezzanine Loan Payoff and upon
consummation of the Closing in accordance with this Agreement, no Target Group
Company will have:
(A)
ANY OFF-BALANCE SHEET FINANCING OR SIMILAR
FINANCING ARRANGEMENTS;
(B)
ANY LIABILITIES (OTHER THAN THOSE CREATED AT
THE BEHEST OF THE BUYER); OR
(C)
ANY LIABILITY UNDER THE MEZZANINE FINANCING
DOCUMENTS.
5.11
Taxes.
5.11.1
ALL TAX RETURNS REQUIRED TO BE FILED BY EACH OF THE TARGET GROUP
COMPANIES, INCLUDING ANY COMBINED, CONSOLIDATED OR UNITARY TAX RETURNS THAT
INCLUDES A TARGET COMPANY, WERE FILED IN A TIMELY MANNER (WITHIN ANY APPLICABLE
EXTENSION PERIODS) WITH THE APPROPRIATE TAXING AUTHORITY.
ALL SUCH TAX RETURNS
ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS; AND ALL TAXES DUE AND
PAYABLE BY THE TARGET GROUP COMPANIES HAVE BEEN PAID IN FULL; PROVIDED, HOWEVER,
THAT TO THE EXTENT THAT SUCH TAXES OR TAX RETURNS PERTAIN TO THE SUMITOMO LLC
CONVERSION TAXES, SUCH REPRESENTATIONS ARE MADE TO SELLER PARENT'S KNOWLEDGE.
5.11.2
NO MATERIAL ADJUSTMENTS TO THE TAX LIABILITY OF ANY OF THE TARGET
GROUP COMPANIES HAVE BEEN PROPOSED IN WRITING BY ANY TAXING