OWING TO ANY THIRD PARTY.
(O)
TO THE BEST OF SUCH TRANSFEROR'S KNOWLEDGE, METRÓPOLIS AND PROSER
HAVE NOT TAKEN ANY POSITION ON ANY TAX RETURN THAT COULD GIVE RISE TO PENALTIES,
THAT WOULD BE LEVIED IN ADDITION TO ANY TAXES OWED, IF A TAX AUTHORITY
CHALLENGED SUCH POSITIONS AND SUCH CHALLENGE WAS SUSTAINED.
(P)
NEITHER METRÓPOLIS NOR PROSER HAS EVER ELECTED UNDER
SECTION 897(I) OF THE CODE TO BE TREATED AS A DOMESTIC U.S. CORPORATION.
(Q)
METRÓPOLIS AND PROSER ARE NOT PARTIES TO ANY JOINT VENTURE,
PARTNERSHIP, OR OTHER ARRANGEMENT THAT IS TREATED AS A PARTNERSHIP (OR OTHER
"PASS-THROUGH" ENTITY) FOR CHILEAN OR OTHER TAX PURPOSES.
(R)
SECTION 4.14(R) OF THE METRÓPOLIS DISCLOSURE SCHEDULE CONTAINS
ACCURATE AND COMPLETE INFORMATION WITH RESPECT TO:
SB - 2
(I)
THE TAX ATTRIBUTES OF METRÓPOLIS AND PROSER (INCLUDING ANY VALUE
ADDED TAX CARRYFORWARDS, NET OPERATING LOSSES, TAX CREDITS, AND NET TAX BASIS OF
DEPRECIABLE PROPERTY AND INTANGIBLES), (A) IN THE CASE OF VALUE ADDED TAX
CARRYFORWARDS DETERMINED AS OF THE DATE OF THE LAST FILED TAX RETURN, (B) IN THE
CASE OF NET OPERATING LOSSES DETERMINED AS OF DECEMBER 31, 2004, (C) IN ALL
OTHER CASES DETERMINED AS OF A DATE THAT IS NO MORE THAN 30 DAYS PRIOR TO THE
DATE OF THIS AGREEMENT, AND (D) IN EACH CASE ESTIMATED AS OF THE DATE OF THIS
AGREEMENT;
(II)
ALL MATERIAL U.S., CHILEAN, OR OTHER TAX ELECTIONS MADE BY, OR IN
EFFECT WITH RESPECT TO, METRÓPOLIS OR PROSER, PROVIDED, HOWEVER, THAT WITH
RESPECT TO ANY SUCH ELECTION THAT WAS NOT AFFIRMATIVELY MADE BY OR WITH RESPECT
TO METRÓPOLIS OR PROSER BUT IS DEEMED TO HAVE BEEN MADE, SUCH ELECTION WILL BE
REQUIRED TO BE INCLUDED IN SECTION 4.14(R) OF THE METRÓPOLIS DISCLOSURE
SCHEDULE ONLY IF EITHER TRANSFEROR HAS KNOWLEDGE THEREOF; AND
(III)
THE TAX BASIS CURRENTLY MAINTAINED BY METRÓPOLIS IN PROSER.
(S)
SECTION 4.14(S) OF THE METRÓPOLIS DISCLOSURE SCHEDULE CONTAINS
ACCURATE AND COMPLETE INFORMATION WITH RESPECT TO CCC'S AND UNO'S CURRENT
CHILEAN TAX BASES IN THEIR RESPECTIVE SHARES OF METRÓPOLIS STOCK.
SB - 3
SCHEDULE C
TAX MATTERS
Allocation of Taxes for Pre-Closing and Post-Closing Periods
(A)
EACH TRANSFEROR MUST PAY PROMPTLY AFTER THEY BECOME DUE 50% OF ANY
TAX LIABILITIES OF METRÓPOLIS OR PROSER ALLOCABLE TO ANY PRE-CLOSING PERIOD OR
PORTION THEREOF TO THE EXTENT SUCH TAX LIABILITIES WERE NOT ADEQUATELY RESERVED
FOR (EXCLUDING RESERVES FOR DEFERRED TAXES) ON THE MOST RECENT METRÓPOLIS
FINANCIAL STATEMENTS.
(B)
VTR MUST PROMPTLY PAY ANY TAX LIABILITIES OF METRÓPOLIS OR PROSER
ALLOCABLE TO ANY POST-CLOSING PERIOD OR PORTION THEREOF.
(C)
VTR MUST PROMPTLY PAY ANY TAXES RESULTING FROM TRANSACTIONS OR
ACTIONS TAKEN BY METRÓPOLIS OR PROSER THAT OCCUR ON THE DATE HEREOF BUT AFTER
THE CLOSING AND THAT ARE NOT IN THE ORDINARY COURSE OF BUSINESS.
Transfer Taxes
(A)
EACH TRANSFEROR MUST PAY ALL TRANSFER, DOCUMENTARY, SALES, USE,
STAMP, REGISTRATION AND OTHER SUCH TAXES AND FEES (INCLUDING ANY MONETARY
ADJUSTMENTS, PENALTIES AND INTEREST) INCURRED IN CONNECTION WITH THE TRANSFER BY
IT OF METRÓPOLIS STOCK CONTEMPLATED