23.41-23.46 (VERNON 1982, AS AMENDED); OR, (IV) BY TREATING THE LAND OR ANY PART
THEREOF AS "QUALIFIED OPEN SPACE LAND" WITHIN THE MEANING OF TEX. TAX CODE ANN.
23.51-23.57 (VERNON 1982, AS AMENDED); OR, (V) BY TREATING THE LAND OR ANY
PORTION THEREOF AS "QUALIFIED TIMBER LAND" WITHIN THE MEANING OF TEX. TAX CODE
ANN. 23.71-23.79 (VERNON 1982, AS AMENDED).
(D)
UTILITIES.
ALL UTILITIES REQUIRED FOR THE
CONSTRUCTION AND OPERATION PROJECT, INCLUDING, WITHOUT LIMITATION, STORM SEWER,
SANITARY SEWER, NATURAL GAS, WATER, ELECTRICITY AND TELEPHONE ARE AVAILABLE IN
ADEQUATE CAPACITY TO THE LAND.
(E)
EQUIPMENT.
EXCEPT AS SET FORTH ON SCHEDULE
2.13(D), ALL MACHINERY, EQUIPMENT, COMPUTER HARDWARE AND SOFTWARE, VEHICLES OR
OTHER PERSONAL PROPERTY OWNED BY THE PROJECT OWNER FOR THE CONDUCT OF THE
BUSINESSES OF THE PROJECT OWNER (I) HAVE BEEN MAINTAINED BY
16
SELLER OR THE PROJECT OWNER IN ACCORDANCE WITH MAINTENANCE PRACTICES THAT ARE
STANDARD FOR TRAMMELL CROW RESIDENTIAL AND (II) ARE IN GOOD CONDITION AND
REPAIR.
(F)
CONTRACTS.
ON THE CLOSING DATE, THE ONLY
WRITTEN AGREEMENTS, CONTRACTS, NOTES, BONDS, DEBENTURES, INDENTURES, MORTGAGES,
PROMISES AND UNDERSTANDINGS TO WHICH THE PROJECT OWNER OR 128VOSS IS A PARTY OR
ASSIGNEE (THE "CONTRACTS") WILL BE ONLY OF THE TYPE THAT ARE PERMITTED
OBLIGATIONS.
THE PROJECT OWNER IS NOT IN BREACH OR DEFAULT OF ANY MATERIAL
PROVISION OF ANY CONTRACT, NOR HAS SELLER, THE PROJECT OWNER OR 128VOSS RECEIVED
ANY NOTICE OR OTHER COMMUNICATION ALLEGING SUCH A BREACH OR DEFAULT.
NONE OF
THE SELLER, THE PROJECT OWNER NOR 128VOSS HAS RECEIVED ANY NOTICE OF TERMINATION
OR OTHER INDICATION THAT ANY PARTY TO ANY CONTRACT WILL TERMINATE, FAIL TO
RENEW, FAIL TO RECOGNIZE THE VALIDITY OF, ANY MATERIAL CONTRACT.
ALL RIGHTS OF
THE PROJECT OWNER UNDER THE CONTRACTS WILL BE ENFORCEABLE BY THE PROJECT OWNER
AFTER THE CLOSING WITHOUT THE CONSENT OR AGREEMENT OF ANY OTHER PARTY.
2.14
EMPLOYEES; BENEFIT PLANS.
NEITHER THE PROJECT OWNER
NOR 128VOSS HAS ANY EMPLOYEES, AND NEITHER ENTITY HAS EVER HAD ANY EMPLOYEES.
NEITHER THE PROJECT OWNER NOR 128VOSS HAS EVER MAINTAINED, SPONSORED,
PARTICIPATED IN OR CONTRIBUTED TO, OR BEEN REQUIRED TO CONTRIBUTE TO, NOR WILL
THE PROJECT OWNER OR 128VOSS BE SUBJECT TO ANY OBLIGATION, RESPONSIBILITY OR
LIABILITY WITH RESPECT TO, ANY EMPLOYEE BENEFIT PLAN OR SELLER/ERISA AFFILIATE
BENEFIT PLAN (AS DEFINED BELOW). "EMPLOYEE BENEFIT PLANS" MEANS COLLECTIVELY ANY
"EMPLOYEE BENEFIT PLAN" AS DEFINED BY SECTION 3(3) OF ERISA, "MULTIEMPLOYER
PLAN," AS DEFINED IN SECTION 4001 OF ERISA, "EMPLOYEE PENSION BENEFIT PLAN" (AS
DEFINED IN SECTION 3(2) OF ERISA) THAT IS SUBJECT TO TITLE IV OF ERISA OR
SECTION 412 OF THE CODE, SPECIFIED FRINGE BENEFIT PLAN AS DEFINED IN SECTION
6039D OF THE CODE, OR OTHER BONUS, INCENTIVE COMPENSATION, DEFERRED
COMPENSATION, PROFIT SHARING, STOCK OPTION, STOCK APPRECIATION RIGHT, STOCK
BONUS, STOCK PURCHASE, EMPLOYEE STOCK OWNERSHIP, SAVINGS, SEVERANCE,
SUPPLEMENTAL UNEMPLOYMENT, LAYOFF, SALARY CONTINUATION, RETIREMENT, PENSION,
HEALTH, LIFE INSURANCE, DENTAL, DISABILITY, ACCIDENT, GROUP INSURANCE, VACATION,
HOLIDAY, SICK LEAVE, FRINGE BENEFIT OR WELFARE PLAN, AND ANY OTHER EMPLOYEE
COMPENSATION OR BENEFIT PLAN (WHETHER QUALIFIED OR NONQUALIFIED, CURRENTLY
EFFECTIVE