WITHIN
THE MEANING OF SECTION 3(2) OF ERISA OR A 401(K) PLAN.
(R)
ALL MATERIAL TAX RETURNS REQUIRED TO BE FILED WITH RESPECT TO THE
REAL PROPERTY AND THE BUSINESS FOR ALL PERIODS THROUGH AND INCLUDING THE CLOSING
DATE HAVE BEEN DULY AND TIMELY FILED WITH THE APPROPRIATE GOVERNMENTAL
AUTHORITIES IN ALL JURISDICTIONS IN WHICH SUCH TAX RETURNS ARE REQUIRED TO BE
FILED, AND SUCH TAX RETURNS ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL
RESPECTS.
ALL TAXES SHOWN AS DUE ON SUCH TAX RETURNS HAVE BEEN TIMELY PAID.
ALL MATERIAL TAXES REQUIRED TO BE WITHHELD AND PAID WITH RESPECT TO (A) SELLER'S
BUSINESS; OR (B) ANY AMOUNTS OWED BY SELLER TO ANY EMPLOYEE, CREDITOR,
INDEPENDENT CONTRACTOR OR OTHER THIRD PARTY HAVE BEEN DULY AND TIMELY WITHHELD
AND PAID.
TO THE KNOWLEDGE OF SELLER, THERE ARE NO PENDING OR THREATENED AUDITS
OR INVESTIGATIONS WITH RESPECT TO TAXES RELATING TO THE REAL PROPERTY OR
SELLER'S BUSINESS.
(S)
TO SELLER'S KNOWLEDGE, NO HAZARDOUS SUBSTANCES HAVE BEEN STORED ON
THE REAL PROPERTY AND SELLER IS NOT SUBJECT TO ANY PENDING OR, TO SELLER'S
KNOWLEDGE, THREATENED ENFORCEMENT OR INVESTIGATORY ACTION BY ANY GOVERNMENTAL
AUTHORITIES REGARDING HAZARDOUS SUBSTANCES WITH RESPECT TO THE REAL PROPERTY.
(T)
TO SELLER'S KNOWLEDGE, THERE ARE NO MATERIAL ENVIRONMENTAL
CONDITIONS PERTAINING TO THE REAL PROPERTY WHICH ARE NOT REFLECTED IN (I) THAT
CERTAIN PHASE I ENVIRONMENTAL REPORT OF KLEINFELDER, INC., DATED APRIL 22, 1998,
AS SUPPLEMENTED BY THAT CERTAIN LETTER FROM KLEINFELDER, INC., TO ROBERT GACH,
DATED AUGUST 13, 1998, AND (II) THAT CERTAIN PHASE I ENVIRONMENTAL SITE
ASSESSMENT OF UNOCAL PROPERTY 6484 OF PHR ENVIRONMENTAL CONSULTANTS, INC., DATED
OCTOBER, 1997, (III) THAT CERTAIN PHASE I ENVIRONMENTAL SITE ASSESSMENT OF
BROADBENT & ASSOCIATES, INC., DATED OCTOBER 1991 AND (IV) THAT CERTAIN SITE
INVESTIGATION REPORT OF HARDING LAWSON ASSOCIATES, DATED APRIL 25, 1988.
16
(u)
There are no billboard Leases encumbering the Real Property.
9.
"As Is" Sale.
(a)
Purchaser expressly acknowledges and agrees to accept the
Purchased Assets on an "as-is-where-is and with all faults" basis, except as
otherwise provided in this Agreement.
(b)
This Agreement, as written, contains all the terms of the
agreement entered into between the parties as of the date hereof, and Purchaser
acknowledges that neither Seller nor any person controlling, controlled by or
under common control with Seller (collectively, "Seller's Affiliates"), nor any
of their agents or representatives, has made any representations or warranties
or held out any inducements to Purchaser, and Seller hereby specifically
disclaims any representation or warranty, oral or written, past, present or
future, other than those specifically set forth in this Agreement.
Without
limiting the generality of the foregoing, neither Seller nor any of Seller's
Affiliates, nor any of Seller's agent or representatives has or is willing to
make any representations or warranties, express or implied, other than as may be
expressly set forth herein, as to: (i) the current or future real estate tax
liability, assessment or valuation of the Real Property; (ii) the potential
qualification of the Real Property