LMINT NOR ANY MEMBER OF THE LMINT GROUP HAS MADE ANY
ELECTION UNDER U.S. TREASURY REGULATION SECTION 1.1502-20(G) (OR ANY SIMILAR
PROVISION) WITH RESPECT TO THE REATTRIBUTION OF NET OPERATING LOSSES OF LIBERTY
CHILE OR ANY OF ITS SUBSIDIARIES.
(S)
NEITHER LIBERTY CHILE NOR ANY OF ITS SUBSIDIARIES OTHER THAN UNO
HAS OR HAS EVER HAD A PERMANENT ESTABLISHMENT IN ANY FOREIGN COUNTRY.
27
(T)
SECTION 4.12(T) OF THE LMINT DISCLOSURE SCHEDULE SETS FORTH
ACCURATE AND COMPLETE INFORMATION WITH RESPECT TO ALL TAX ELECTIONS IN EFFECT
WITH RESPECT TO LIBERTY CHILE OR ANY OF ITS SUBSIDIARIES DETERMINED AS OF THE
DATE OF THE MOST RECENTLY COMPLETED AND FILED TAX RETURN.
LMINT WILL PROVIDE TO
UGC, WHEN REASONABLY DETERMINABLE BY LMINT, COMPLETE AND ACCURATE INFORMATION
WITH RESPECT TO (I) THE AMOUNT OF NET OPERATING LOSSES, NET CAPITAL LOSSES, NET
UNREALIZED BUILT-IN GAIN, NET UNREALIZED BUILT-IN LOSSES, FOREIGN TAX CREDITS,
MINIMUM TAX CREDITS, INVESTMENT TAX CREDITS AND OTHER TAX CREDITS OF LMINT AND
ITS AFFILIATES ALLOCABLE TO LIBERTY CHILE AND ITS SUBSIDIARIES UNDER U.S.
TREASURY REGULATION SECTIONS 1.1502-21, 1.1502-22, 1.1502-79 AND 1-1502.95
(SEPARATELY STATING ANY SUCH AMOUNTS ARISING IN YEARS PRIOR TO THE AFFILIATION
WITH LMINT AND ITS AFFILIATES); (II) THE DATE SUCH LOSSES OR CREDITS WILL
EXPIRE; (III) THE OVERALL FOREIGN LOSS OF LIBERTY CHILE AND ITS SUBSIDIARIES
ALLOCATED TO EACH SEPARATE SECTION 904(D) CATEGORY; (IV) ALL APPLICABLE
LIMITATIONS UNDER CODE SECTIONS 382, 383, 384 AND ANY OTHER PROVISION OF THE
CODE OR THE FEDERAL CONSOLIDATED RETURN REGULATIONS WITH RESPECT TO EACH OF SUCH
ITEMS (TAKING INTO ACCOUNT THE APPORTIONMENT OF CODE SECTION 382 LIMITATIONS AND
THE NET UNREALIZED BUILT-IN GAIN AMOUNTS UNDER U.S. TREASURY REGULATION
SECTION 1.1502-95); AND (V) THE U.S. FEDERAL INCOME AND CHILEAN TAX BASIS
MAINTAINED BY LIBERTY CHILE IN UNO.
(U)
NEITHER LIBERTY CHILE NOR ANY OF ITS SUBSIDIARIES HAS ANY CURRENT
OR POTENTIAL LIABILITY FOR THE TAXES OF ANY OTHER PERSON.
(V)
OTHER THAN UNO, LIBERTY CHILE AND ITS SUBSIDIARIES ARE NOT SUBJECT
TO ANY JOINT VENTURE, PARTNERSHIP, OR OTHER ARRANGEMENT THAT IS TREATED AS A
PARTNERSHIP (OR OTHER "PASS-THROUGH" ENTITY) FOR U.S. OR OTHER TAX PURPOSES.
UNO HAS BEEN TREATED AS A PARTNERSHIP FOR U.S. FEDERAL INCOME TAX PURPOSES SINCE
ITS INCEPTION.
Where appropriate in this Section 4.12, the singular will include the plural.
Section 4.13
Books and Records.
LMINT has made available to UGC true,
correct, and complete copies of (a) Liberty Chile's and its Subsidiaries'
respective Governing Documents, as amended to date, and (b) Liberty Chile's and
its Subsidiaries' respective share ledgers, minute books and all other corporate
books and records.
All such books and records are maintained in all material
respects in accordance with applicable Law.
Section 4.14
Legal Proceedings.
(A)
THERE IS NO LEGAL PROCEEDING PENDING, OR TO LMINT'S KNOWLEDGE,
THREATENED IN WRITING RELATING TO LIBERTY CHILE OR ANY OF ITS SUBSIDIARIES.
(B)
WITHOUT LIMITING THE GENERALITY OF SECTION 4.14(A),
(I)
NEITHER LIBERTY CHILE NOR ANY OF ITS SUBSIDIARIES HAS (A) APPLIED
FOR OR CONSENTED TO THE APPOINTMENT OF, OR