OF THE
ISSUED AND OUTSTANDING EQUITY SECURITIES OF 128VOSS.
THERE ARE NO AUTHORIZED OR
OUTSTANDING PREEMPTIVE, CONVERSION OR EXCHANGE RIGHTS, SUBSCRIPTIONS, OPTIONS,
WARRANTS, RIGHTS, CONTRACTS, CALLS, PUTS OR OTHER ARRANGEMENTS, AGREEMENTS OR
COMMITMENTS OBLIGATING THE 128VOSS OR SELLER TO ISSUE, TRANSFER, DISPOSE OF OR
ACQUIRE ALL OR ANY PORTION OF THE 128 MEMBERSHIP INTEREST OR ANY OTHER
SECURITIES OR EQUITY INTEREST IN THE PROJECT OWNER, AND THERE ARE NO MEMBER
AGREEMENTS, VOTING AGREEMENTS OR OTHER AGREEMENTS, WRITTEN OR ORAL, RELATING TO
THE 128 MEMBERSHIP INTEREST.
2.6
CONSENTS.
NO CONSENT, AUTHORIZATION, PERMIT,
LICENSE OR FILING WITH ANY GOVERNMENTAL AUTHORITY, LENDER, LESSOR, LANDLORD,
MANUFACTURER, SUPPLIER OR OTHER PERSON OR ENTITY IS REQUIRED TO AUTHORIZE, OR IS
REQUIRED IN CONNECTION WITH, THE EXECUTION AND DELIVERY BY SELLER OF THIS
AGREEMENT AND THE AGREEMENTS AND DOCUMENTS CONTEMPLATED HEREUNDER TO BE ENTERED
INTO BY THE SELLER OR THE TRANSFER OF THE VOSS MEMBERSHIP INTEREST.
2.7
SUBSIDIARIES.
(A)
THE PROJECT OWNER HAS NO SUBSIDIARIES AND
OWNS NO EQUITY INTEREST IN ANY ENTITY.
(B)
128VOSS HAS NO SUBSIDIARIES AND OWNS NO
EQUITY INTEREST IN ANY ENTITY OTHER THAN THE PROJECT OWNER.
2.8
LEGAL PROCEEDINGS.
NONE OF THE PROJECT OWNER,
NOR ANY OF ITS ASSETS, 128VOSS NOR ANY OF ITS ASSETS, OR THE VOSS MEMBERSHIP
INTEREST ARE SUBJECT TO ANY PENDING, NOR DO SELLER, 128VOSS OR THE PROJECT OWNER
HAVE KNOWLEDGE OF ANY THREATENED, ACTION, SUIT, LITIGATION, GOVERNMENTAL
INVESTIGATION, CONDEMNATION OR OTHER PROCEEDING AGAINST OR RELATING TO OR
AFFECTING THE PROJECT OWNER OR 128VOSS OR ANY OF THEIR RESPECTIVE ASSETS, OR THE
VOSS MEMBERSHIP INTEREST OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
(EXCLUDING IMMATERIAL TORT LITIGATION WHICH IS FULLY INSURED BY PROJECT OWNER'S
LIABILITY INSURANCE AND ROUTINE LITIGATION REGARDING ENFORCEMENT OF TENANT
LEASES).
NO BASIS FOR ANY SUCH ACTION, SUIT, LITIGATION, GOVERNMENTAL
INVESTIGATION, CONDEMNATION OR OTHER PROCEEDING EXISTS.
2.9
BROKERS AND FINDERS FEES.
NO PERSON IS
ENTITLED TO ANY FEE FROM EITHER THE PROJECT OWNER OR SELLER AS A BROKER OR
FINDER IN CONNECTION WITH THE SALE AND PURCHASE OF THE VOSS MEMBERSHIP INTEREST.
2.10
TAX REPRESENTATIONS.
(A)
AS USED HEREIN, THE TERM "TAXES" MEANS ALL
FEDERAL, STATE, LOCAL, FOREIGN AND OTHER GOVERNMENTAL NET INCOME, GROSS INCOME,
GROSS RECEIPTS, SALES, USE, AD VALOREM, TRANSFER, FRANCHISE, PROFITS, LICENSE,
LEASE, SERVICE, SERVICE USE, WITHHOLDING, PAYROLL, EMPLOYMENT, UNEMPLOYMENT,
EXCISE, SEVERANCE, STAMP, ESCHEAT, OCCUPATION, PREMIUM, PROPERTY, WINDFALL
PROFITS, CUSTOMS, DUTIES OR OTHER TAXES, FEES, ASSESSMENTS OR CHARGES IN THE
NATURE OF TAXES, TOGETHER WITH ANY INTEREST AND ANY PENALTIES, ADDITIONS TO TAX
OR ADDITIONAL AMOUNTS WITH RESPECT THERETO, AND THE TERM "TAX" MEANS ANY ONE OF
THE FOREGOING TAXES; THE TERM "TAX RETURNS" MEANS ALL RETURNS, INFORMATION
RETURNS, DECLARATIONS, REPORTS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE
FILED IN RESPECT OF TAXES; THE TERM "CODE" MEANS THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (ALL CITATIONS TO THE
14
CODE, OR TO THE TREASURY REGULATIONS PROMULGATED THEREUNDER, SHALL INCLUDE ANY
AMENDMENTS OR ANY SUBSTITUTE OR SUCCESSOR PROVISIONS THERETO); THE TERM
"GOVERNMENTAL ENTITIES" MEANS ANY COURT, TRIBUNAL, GOVERNMENTAL OR REGULATORY
AUTHORITY, AGENCY,