PARTNERSHIP, CONTRACT OR OTHER ARRANGEMENT THAT
IS TREATED AS A PARTNERSHIP FOR FEDERAL, STATE, LOCAL OR FOREIGN INCOME TAX
PURPOSES.
(L)
THE COMPANY WAS NOT INCLUDED AND IS NOT
INCLUDIBLE IN THE TAX RETURN OF ANY PARENT CORPORATION OTHER THAN SUCH A RETURN
OF WHICH THE COMPANY IS THE COMMON PARENT CORPORATION.
(M)
EXCEPT AS SET FORTH IN SCHEDULE 2.10(M), THE
COMPANY HAS NOT:
(I)
ACQUIRED OR HAD THE USE OF ANY PROPERTY
FROM A PERSON WITH WHOM IT WAS NOT DEALING AT ARM'S LENGTH OTHER THAN AT FAIR
MARKET VALUE; OR
(II)
DISPOSED OF ANY MATERIAL ASSET TO A PERSON
WITH WHOM IT WAS NOT DEALING AT ARM'S LENGTH FOR PROCEEDS LESS THAN THE FAIR
MARKET VALUE THEREOF.
(N)
THE COMPANY IS NOT NOR HAS IT EVER BEEN A
UNITED STATES REAL PROPERTY HOLDING CORPORATION WITHIN THE MEANING OF SECTION
897(C)(1)(A)(II) OF THE CODE.
(O)
THE COMPANY IS NOT A PERSONAL HOLDING
COMPANY.
(P)
TO SHAREHOLDER'S KNOWLEDGE, THE COMPANY IS
IN FULL COMPLIANCE WITH ALL TERMS AND CONDITIONS OF ANY TAX EXEMPTIONS OR OTHER
TAX-SHARING AGREEMENT OR ORDER OF A FOREIGN GOVERNMENT AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT HAVE ANY MATERIAL ADVERSE EFFECT
ON THE CONTINUED VALIDITY AND EFFECTIVENESS OF ANY SUCH TAX EXEMPTIONS OR OTHER
TAX-SHARING AGREEMENT OR ORDER.
2.11
Legal Proceedings.
(A)
EXCEPT FOR THE NAVY BILLING DISPUTE AND AS
SET FORTH IN SCHEDULE 2.11:
15
(I)
THERE ARE NO ACTIONS OR PROCEEDINGS
BROUGHT OR, TO THE KNOWLEDGE OF THE SHAREHOLDER, PENDING OR THREATENED AGAINST
THE COMPANY OR ITS ASSETS AND PROPERTIES;
(II)
THERE ARE NO FACTS OR CIRCUMSTANCES KNOWN
TO THE COMPANY THAT COULD REASONABLY BE EXPECTED TO GIVE RISE TO ANY MATERIAL
ACTION OR PROCEEDING AGAINST THE COMPANY; AND
(III)
THE SHAREHOLDER HAS NOT RECEIVED NOTICE OF,
AND DOES NOT OTHERWISE HAVE KNOWLEDGE OF, ANY ORDERS OUTSTANDING AGAINST THE
COMPANY.
(B)
PRIOR TO THE EXECUTION OF THIS AGREEMENT,
THE COMPANY HAS DELIVERED TO PARENT UPON PARENT'S WRITTEN REQUEST, ALL RESPONSES
OF COUNSEL FOR THE COMPANY TO AUDITOR'S REQUESTS FOR INFORMATION (TOGETHER WITH
ANY UPDATES PROVIDED BY SUCH COUNSEL) FOR THE LAST THREE (3) YEARS REGARDING
ACTIONS OR PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF THE SHAREHOLDER,
THREATENED AGAINST, RELATING TO OR AFFECTING THE COMPANY.
SCHEDULE 2.11 SETS
FORTH ALL ACTIONS OR PROCEEDINGS AGAINST OR BY THE COMPANY DURING THE LAST THREE
(3) YEARS.
2.12
Compliance With Laws and Orders.
To
Shareholder's knowledge, the Company has not violated, and is not currently in
violation or default under, any material Law or Order applicable to the Company
or any of its Assets and Properties.
2.13
Benefit Plans.
The Company has provided summary
information regarding its Benefit Plans to the Parent as set forth in Schedule
2.13.
2.14
Title to Property.
The Company has good and
marketable title to all of its properties, interests in properties and assets,
real and personal, reflected in the Company Financials or acquired after the
Financial Statement Date (except properties, interests in properties and assets
sold or otherwise