AND MARKETABLE TITLE TO ALL OF THE OWNED REAL PROPERTY. WITH RESPECT TO
EACH LEASE LISTED IN SECTION 2.8 OF THE DISCLOSURE SCHEDULE:
(I)
THE COMPANY HAS GOOD, VALID AND
ENFORCEABLE LEASEHOLD INTERESTS TO THE LEASEHOLD ESTATE IN THE LEASED REAL
PROPERTY GRANTED TO THE COMPANY PURSUANT TO EACH PERTINENT LEASE, SUBJECT TO
APPLICABLE BANKRUPTCY, INSOLVENCY, MORATORIUM OR OTHER SIMILAR LAWS RELATING TO
CREDITORS' RIGHTS AND GENERAL PRINCIPLES OF EQUITY;
(II)
EACH OF SAID LEASES HAS BEEN DULY
AUTHORIZED AND EXECUTED BY THE COMPANY AND IS IN FULL FORCE AND EFFECT; AND
(III)
THE COMPANY IS NOT IN DEFAULT UNDER ANY
MATERIAL TERM OF SAID LEASES, NOR, TO THE COMPANY'S KNOWLEDGE, HAS ANY EVENT
OCCURRED WHICH, WITH NOTICE OR THE PASSAGE OF TIME, OR BOTH, WOULD GIVE RISE TO
SUCH A DEFAULT BY THE COMPANY.
17
(B)
TO THE COMPANY'S KNOWLEDGE, EXCEPT AS SET
FORTH IN SECTION 2.8 OF THE DISCLOSURE SCHEDULE OR AS SPECIFICALLY DISCLOSED IN
THE BASE BALANCE SHEET, AND EXCEPT WITH RESPECT TO LEASED PERSONAL PROPERTY, THE
COMPANY HAS GOOD, MARKETABLE TITLE TO ALL OF ITS TANGIBLE PERSONAL PROPERTY AND
ASSETS SHOWN ON THE BASE BALANCE SHEET OR ACQUIRED AFTER THE DATE OF THE BASE
BALANCE SHEET, FREE AND CLEAR OF ANY ENCUMBRANCES, EXCEPT FOR (I) INVENTORY AND
OBSOLETE ASSETS THAT HAVE BEEN DISPOSED OF TO NONAFFILIATED THIRD PARTIES SINCE
THE DATE OF THE BASE BALANCE SHEET IN THE ORDINARY COURSE OF BUSINESS,
(II) ENCUMBRANCES REFLECTED IN THE BASE BALANCE SHEET, (III) ENCUMBRANCES OF
RECORD OR IMPERFECTIONS OF TITLE WHICH ARE NOT, INDIVIDUALLY OR IN THE
AGGREGATE, MATERIAL IN CHARACTER, AMOUNT OR EXTENT AND WHICH DO NOT MATERIALLY
DETRACT FROM THE VALUE OR MATERIALLY INTERFERE WITH THE PRESENT OR PRESENTLY
CONTEMPLATED USE OF THE ASSETS SUBJECT THERETO OR AFFECTED THEREBY, AND
(IV) ENCUMBRANCES FOR CURRENT TAXES (AS DEFINED IN SECTION 2.9(B)) NOT YET DUE
AND PAYABLE.
2.9
Tax Matters.
(A)
EXCEPT AS SET FORTH IN SECTION 2.9 OF THE
DISCLOSURE SCHEDULE:
(I)
THE COMPANY HAS FILED WITH THE
APPROPRIATE GOVERNMENTAL AGENCIES ALL FEDERAL, STATE, LOCAL AND FOREIGN TAX
RETURNS (AS DEFINED IN SECTION 2.9(B)) REQUIRED TO BE FILED BY IT, HAS PAID IN
FULL OR MADE ADEQUATE PROVISION FOR THE PAYMENT OF ALL TAXES (AS DEFINED IN
SECTION 2.9(B)), TOGETHER WITH INTEREST, PENALTIES, ASSESSMENTS AND DEFICIENCIES
OWED BY IT (WHETHER OR NOT SHOWN ON ANY TAX RETURNS), AND ALL SUCH TAX RETURNS
WERE CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS;
(II)
THE COMPANY IS NOT CURRENTLY THE
BENEFICIARY OF ANY EXTENSION OF TIME WITHIN WHICH TO FILE ANY TAX RETURNS;
(III)
THE COMPANY HAS PREVIOUSLY PROVIDED HARBOR
WITH TRUE AND COMPLETE COPIES OF ALL SUCH TAX RETURNS FOR THE COMPANY FILED
SINCE ITS INCEPTION;
(IV)
THERE ARE NO EXISTING TAX LIENS (OTHER THAN
FOR TAXES NOT YET DUE AND PAYABLE) UPON ANY PROPERTY OR ASSETS OF THE COMPANY;
(V)
THE COMPANY HAS NOT WAIVED ANY STATUTE OF
LIMITATIONS IN RESPECT OF TAXES OR EXECUTED OR FILED WITH ANY GOVERNMENTAL
AUTHORITY ANY AGREEMENT EXTENDING THE PERIOD FOR