SHEET
DATE, THERE HAS OCCURRED NO EVENT OR DEVELOPMENT WHICH, INDIVIDUALLY OR IN THE
AGGREGATE, HAS HAD, OR COULD REASONABLY BE EXPECTED TO HAVE IN THE FUTURE, A
SELLER MATERIAL ADVERSE EFFECT.
2.6
UNDISCLOSED LIABILITIES.
THE SELLER HAS NO
LIABILITY (WHETHER KNOWN OR UNKNOWN, WHETHER ABSOLUTE OR CONTINGENT, WHETHER
LIQUIDATED OR UNLIQUIDATED AND WHETHER DUE OR TO BECOME DUE), EXCEPT FOR
(A) LIABILITIES SHOWN ON THE MOST RECENT BALANCE SHEET, (B) LIABILITIES WHICH
HAVE ARISEN SINCE THE MOST RECENT BALANCE SHEET DATE IN THE ORDINARY COURSE OF
BUSINESS AND (C) CONTRACTUAL AND OTHER LIABILITIES INCURRED IN THE ORDINARY
COURSE OF BUSINESS WHICH ARE NOT REQUIRED BY GAAP TO BE REFLECTED ON A BALANCE
SHEET.
2.7
TAX MATTERS.
(A)
THE SELLER HAS PROPERLY FILED ON A TIMELY
BASIS ALL TAX RETURNS THAT IT WAS REQUIRED TO FILE, AND ALL SUCH TAX RETURNS
WERE TRUE, CORRECT AND COMPLETE.
THE SELLER HAS PAID ON A TIMELY BASIS ALL
TAXES THAT WERE DUE AND PAYABLE. THE SELLER HAS AT ALL TIMES SINCE ITS FORMATION
BEEN TREATED AS A PARTNERSHIP FOR INCOME TAX PURPOSES.
THE SELLER DOES NOT HAVE
ANY ACTUAL OR POTENTIAL LIABILITY AS A TRANSFEREE OR SUCCESSOR, PURSUANT TO ANY
CONTRACTUAL OBLIGATION, OR OTHERWISE FOR ANY TAXES OF ANY PERSON OTHER THAN THE
SELLER. THE SELLER IS NOT A PARTY TO OR BOUND BY ANY TAX INDEMNITY, TAX SHARING,
TAX ALLOCATION OR SIMILAR AGREEMENT.
ALL TAXES THAT THE SELLER WAS REQUIRED
BY LAW TO WITHHOLD OR COLLECT HAVE BEEN DULY WITHHELD OR COLLECTED AND, TO THE
EXTENT REQUIRED, HAVE BEEN PROPERLY PAID TO THE APPROPRIATE GOVERNMENTAL ENTITY.
(B)
THERE ARE NO LIENS OR OTHER ENCUMBRANCES
WITH RESPECT TO TAXES UPON ANY OF THE ASSETS OR PROPERTIES OF THE SELLER, OTHER
THAN WITH RESPECT TO TAXES NOT YET DUE AND PAYABLE.
5
2.8
OWNERSHIP AND CONDITION OF ASSETS.
(A)
THE SELLER IS THE TRUE AND LAWFUL OWNER,
AND HAS GOOD TITLE TO, ALL OF THE ACQUIRED ASSETS, FREE AND CLEAR OF ALL
SECURITY INTERESTS, EXCEPT AS SET FORTH IN SECTION 2.8(A)(I) OF THE DISCLOSURE
SCHEDULE.
UPON EXECUTION AND DELIVERY BY THE SELLER TO THE BUYER OF THE
INSTRUMENTS OF CONVEYANCE REFERRED TO IN SECTION 1.5(B)(III), THE BUYER WILL
BECOME THE TRUE AND LAWFUL OWNER OF, AND WILL RECEIVE GOOD TITLE TO, THE
ACQUIRED ASSETS, FREE AND CLEAR OF ALL SECURITY INTERESTS OTHER THAN THOSE SET
FORTH IN SECTION 2.8(A)(II) OF THE DISCLOSURE SCHEDULE.
(B)
THE ACQUIRED ASSETS ARE SUFFICIENT FOR THE
CONDUCT OF THE ACQUIRED BUSINESS AS PRESENTLY CONDUCTED AND CONSTITUTE ALL
ASSETS USED BY THE SELLER IN SUCH BUSINESS.
EACH TANGIBLE ACQUIRED ASSET IS
FREE FROM MATERIAL DEFECTS, HAS BEEN MAINTAINED IN ACCORDANCE WITH NORMAL
INDUSTRY PRACTICE, IS IN GOOD OPERATING CONDITION AND REPAIR (SUBJECT TO NORMAL
WEAR AND TEAR) AND IS SUITABLE FOR THE PURPOSES FOR WHICH IT PRESENTLY IS USED.
2.9
INTELLECTUAL PROPERTY.
(A)
SELLER REGISTRATIONS.
SECTION 2.9(A) OF
THE DISCLOSURE SCHEDULE LISTS ALL SELLER REGISTRATIONS, IN EACH CASE ENUMERATING
SPECIFICALLY THE APPLICABLE FILING OR REGISTRATION NUMBER, TITLE, JURISDICTION
IN