TO TAXES IN THAT JURISDICTION AND THERE IS NO LEGITIMATE BASIS FOR
SUCH A CLAIM.
(B)
THE MOST RECENT METRÓPOLIS FINANCIAL STATEMENTS REFLECT AN
ADEQUATE RESERVE (AS DETERMINED ON A GAAP BASIS AND EXCLUDING RESERVES FOR
DEFERRED TAXES) FOR ALL TAXES PAYABLE BY METRÓPOLIS AND PROSER FOR ALL TAXABLE
PERIODS AND PORTIONS THEREOF THROUGH THE DATE HEREOF.
(C)
THERE ARE NO LIENS OR RESTRICTIONS ON ANY OF THE ASSETS OF
METRÓPOLIS OR PROSER WITH RESPECT TO TAXES, OTHER THAN PERMITTED LIENS AND LIENS
OR RESTRICTIONS CREATED BY THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION
DOCUMENTS.
(D)
SUCH TRANSFEROR HAS MADE AVAILABLE TO VTR TRUE, CORRECT, AND
COMPLETE COPIES OF:
(I)
ALL TAX RETURNS OF METRÓPOLIS OR PROSER FOR ALL PERIODS SINCE THE
FORMATION THEREOF, AND
(II)
ALL TAX AUDIT REPORTS, WORK PAPERS, STATEMENTS OF DEFICIENCIES,
CLOSING OR OTHER AGREEMENTS RECEIVED BY METRÓPOLIS OR PROSER OR ON THEIR BEHALF
RELATING TO TAXES, IN EACH CASE THAT ARE IN SUCH TRANSFEROR'S POSSESSION OR
UNDER ITS CONTROL.
(E)
NEITHER METRÓPOLIS NOR PROSER DOES BUSINESS IN OR DERIVES INCOME
FROM ANY STATE, LOCAL, TERRITORIAL OR FOREIGN TAXING JURISDICTION OTHER THAN
THOSE FOR WHICH TAX RETURNS HAVE BEEN FURNISHED TO VTR.
(F)
THERE IS NO AUDIT OF ANY TAX RETURN OF METRÓPOLIS OR PROSER BY A
TAX AUTHORITY IN PROCESS, PENDING OR, TO THE BEST OF SUCH TRANSFEROR'S
KNOWLEDGE, THREATENED (FORMALLY OR INFORMALLY).
SB - 1
(G)
NO DEFICIENCIES EXIST OR HAVE BEEN ASSERTED (EITHER FORMALLY OR,
TO THE BEST OF SUCH TRANSFEROR'S KNOWLEDGE, INFORMALLY) OR ARE EXPECTED TO BE
ASSERTED WITH RESPECT TO TAXES OF METRÓPOLIS OR PROSER, AND NO NOTICE (EITHER
FORMALLY OR INFORMALLY) HAS BEEN RECEIVED BY METRÓPOLIS OR PROSER THAT IT HAS
NOT FILED A TAX RETURN OR PAID TAXES REQUIRED TO BE FILED OR PAID BY IT.
(H)
NEITHER METRÓPOLIS NOR PROSER IS A PARTY TO ANY PENDING ACTION OR
PROCEEDING FOR ASSESSMENT OR COLLECTION OF TAXES, NOR, TO THE BEST OF SUCH
TRANSFEROR'S KNOWLEDGE, HAS SUCH ACTION OR PROCEEDING BEEN ASSERTED OR
THREATENED (EITHER FORMALLY OR INFORMALLY) AGAINST METRÓPOLIS OR PROSER OR ANY
OF THEIR RESPECTIVE ASSETS.
(I)
NO WAIVER OR EXTENSION OF ANY STATUTE OF LIMITATIONS IS IN EFFECT
WITH RESPECT TO TAXES OR TAX RETURNS OF METRÓPOLIS OR PROSER.
(J)
NO ACTION HAS BEEN TAKEN THAT WOULD HAVE THE EFFECT OF DEFERRING
ANY MATERIAL LIABILITY FOR TAXES FOR METRÓPOLIS OR PROSER FROM ANY PRE-CLOSING
PERIOD TO ANY POST-CLOSING PERIOD.
(K)
THERE ARE NO REQUESTS FOR RULINGS, SUBPOENAS OR REQUESTS FOR
INFORMATION PENDING WITH RESPECT TO TAXES OF METRÓPOLIS OR PROSER.
(L)
NO POWER OF ATTORNEY HAS BEEN GRANTED BY METRÓPOLIS OR PROSER
WITH RESPECT TO ANY MATTER RELATING TO TAXES.
(M)
NEITHER METRÓPOLIS NOR PROSER HAS ANY CURRENT OR POTENTIAL
LIABILITY FOR THE TAXES OF ANY OTHER PERSON.
(N)
METRÓPOLIS AND PROSER HAVE WITHHELD AND PAID OVER ALL TAXES
REQUIRED TO HAVE BEEN WITHHELD AND PAID OVER, AND HAVE COMPLIED WITH ALL
APPLICABLE INFORMATION REPORTING OR OTHER REQUIREMENTS, IN CONNECTION WITH ANY
AMOUNTS PAID OR