ENJOIN OR OTHERWISE CHALLENGE
SELLER'S ABILITY TO CONSUMMATE THE CONTEMPLATED TRANSACTIONS.
16
3.7.
Taxes and Tax Matters.
(A)
TO THE KNOWLEDGE OF SELLER, ALL MATERIAL TAX RETURNS REQUIRED TO
BE FILED BY THE COMPANY AND 1221 PROPERTY OWNER
HAVE BEEN DULY AND TIMELY FILED
(TAKING INTO ACCOUNT APPLICABLE EXTENSIONS) AND ALL SUCH TAX RETURNS ARE TRUE,
CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS.
TO THE KNOWLEDGE OF SELLER, THE
COMPANY AND 1221 PROPERTY OWNER HAVE PAID (OR CAUSED TO BE PAID) ALL TAXES SHOWN
TO BE PAYABLE ON SUCH TAX RETURNS (OTHER THAN TAXES THAT ARE BEING CONTESTED IN
GOOD FAITH).
(B)
TO THE KNOWLEDGE OF SELLER, THERE IS NO MATERIAL ACTION, SUIT,
PROCEEDING, AUDIT, INVESTIGATION OR CLAIM PENDING OR THREATENED IN RESPECT OF
ANY TAXES FOR WHICH THE COMPANY OR 1221 PROPERTY OWNER IS LIABLE. TO THE
KNOWLEDGE OF SELLER, NO MATERIAL DEFICIENCY OR CLAIM FOR ANY SUCH TAXES HAS BEEN
ASSERTED IN WRITING BY A TAXING AUTHORITY.
(C)
TO THE KNOWLEDGE OF SELLER, THE COMPANY IS A QUALIFIED REIT.
(D)
ASSUMING THAT BUYER OWNS NO OTHER INTEREST DIRECTLY OR INDIRECTLY
IN ANY OF THE PROPERTIES, NO TRANSFER TAXES WILL BE IMPOSED ON THE CONTEMPLATED
TRANSACTIONS EITHER (I) SOLELY AS A RESULT OF THE CONTEMPLATED TRANSACTIONS OR
(II) AS A RESULT OF THE AGGREGATION OF THE CONTEMPLATED TRANSACTIONS WITH ANY
OTHER TRANSFERS PRIOR TO THE CLOSING WITH RESPECT TO SELLER'S COMMON STOCK.
3.8.
Real Estate.
(A)
SCHEDULE 3.8(A) IS A TRUE, CORRECT AND COMPLETE LIST OF ALL LEASES
THAT HAVE BEEN PROVIDED TO SELLER BY THE COMPANY IN CONNECTION WITH THE 1221
PROPERTY, AND SELLER HAS DELIVERED TO BUYER, OR MADE AVAILABLE TO BUYER FOR
REVIEW, TRUE AND COMPLETE COPIES OF ALL SUCH LEASES AS RECEIVED.
TO THE
KNOWLEDGE OF SELLER, THE 1221 PROPERTY OWNER HAS NEITHER RECEIVED NOR DELIVERED
ANY WRITTEN NOTICES FROM OR TO ANY OF THE TENANTS UNDER THE LEASES (THE
"TENANTS") ASSERTING THAT EITHER THE 1221 PROPERTY OWNER OR ANY SUCH TENANT IS
IN DEFAULT IN ANY MATERIAL RESPECT UNDER ANY OF THE RESPECTIVE LEASES (OTHER
THAN DEFAULTS THAT HAVE BEEN CURED IN ALL MATERIAL RESPECTS).
TO THE KNOWLEDGE
OF SELLER, EXCEPT AS SET FORTH ON SCHEDULE 3.8(A), (I) ALL OF THE LEASES SET
FORTH ON SCHEDULE 3.8(A) ARE IN FULL FORCE AND EFFECT AND THERE IS NO DEFAULT BY
THE TENANTS OR THE 1221 PROPERTY OWNER UNDER SUCH LEASES AND (II) NEITHER THE
1221 PROPERTY OWNER NOR ANY TENANT HAS WAIVED ANY MATERIAL TERM OR CONDITION OF
ANY SUCH LEASE AND ALL MATERIAL COVENANTS THEREUNDER TO BE PERFORMED BY THE 1221
PROPERTY OWNER OR ANY TENANT HAVE BEEN PERFORMED IN ALL MATERIAL RESPECTS.
(B)
SCHEDULE 3.8(B) IS A TRUE, CORRECT AND COMPLETE LIST OF THE
SECURITY DEPOSITS HELD BY THE 1221 PROPERTY OWNER UNDER THE LEASES AS OF THE
DATE SET FORTH THEREON TO THE EXTENT THAT SELLER HAS RECEIVED SUCH INFORMATION
FROM THE COMPANY.
(C)
SCHEDULE 3.8(C) IS A TRUE, CORRECT AND COMPLETE LIST AS OF THE
DATE SET FORTH THEREON OF