subject or has failed to obtain any license,
certificate, franchise or other governmental authorization or permit necessary
to the ownership of its property or the conduct of its business, except for any
such violations, defaults or failures to comply described in clauses (ii) or
(iii) of this Section 4.15 which would not, in the aggregate, have a Subject
Entities Material Adverse Effect.
4.16
Intentionally Deleted.
20
4.17
Taxes.
(A)
EXCEPT AS SET FORTH IN SCHEDULE 4.17(A),
THE SUBJECT ENTITIES HAVE (I) DULY AND TIMELY FILED ALL TAX RETURNS AND
INFORMATION RETURNS REQUIRED TO BE FILED BY THEM (AFTER GIVING EFFECT TO ANY
FILING EXTENSIONS PROPERLY GRANTED BY A GOVERNMENTAL ENTITY HAVING THE AUTHORITY
TO DO SO) AND ALL SUCH RETURNS ARE ACCURATE AND COMPLETE IN ALL MATERIAL
RESPECTS AND (II) PAID OR WITHHELD, AS APPLICABLE, ALL TAXES REQUIRED TO BE
SHOWN ON SUCH RETURNS AND REPORTS OR OTHERWISE REQUIRED TO BE PAID OR WITHHELD,
AS APPLICABLE, BY THEM, AND THE SUBJECT ENTITY FINANCIAL STATEMENTS REFLECT AN
ADEQUATE RESERVE FOR ALL MATERIAL TAXES PAYABLE BY THE SUBJECT ENTITIES FOR ALL
TAXABLE PERIODS AND PORTIONS THEREOF THROUGH THE DATE OF SUCH FINANCIAL
STATEMENTS, EXCEPT FOR SUCH FAILURES THAT DO NOT HAVE A SUBJECT ENTITIES
MATERIAL ADVERSE EFFECT.
COMPLETE AND CORRECT COPIES OF ALL FEDERAL, STATE AND
LOCAL TAX RETURNS AND REPORTS FOR THE SUBJECT ENTITIES AND ALL WRITTEN
COMMUNICATIONS RELATING THERETO HAVE BEEN PROVIDED OR MADE AVAILABLE TO
VORNADO.
SINCE THE DATE OF THE SUBJECT ENTITY FINANCIAL STATEMENTS, THE SUBJECT
ENTITIES HAVE NOT INCURRED ANY MATERIAL LIABILITY FOR TAXES OTHER THAN TAXES
INCURRED IN THE ORDINARY COURSE OF BUSINESS.
TO THE KNOWLEDGE OF THE GENERAL
PARTNERS, NO EVENT HAS OCCURRED, AND NO CONDITION OR CIRCUMSTANCE EXISTS, WHICH
PRESENTS A MATERIAL RISK THAT ANY MATERIAL TAXES DESCRIBED IN THE PRECEDING
SENTENCE WITH RESPECT TO THE PERIOD DESCRIBED IN THE SAID SENTENCE WILL BE
IMPOSED UPON THE SUBJECT ENTITIES OR THE PROPERTY.
EXCEPT AS SET FORTH IN
SCHEDULE 4.17(A), OR AS ARE RESERVED FOR IN THE SUBJECT ENTITY FINANCIAL
STATEMENTS, NO DEFICIENCIES FOR ANY TAXES HAVE BEEN ASSESSED OR, TO THE
KNOWLEDGE OF THE GENERAL PARTNERS, PROPOSED OR ASSERTED AGAINST THE SUBJECT
ENTITIES OR THE PROPERTY AND NO REQUESTS FOR WAIVERS OF THE TIME TO ASSESS SUCH
TAXES ARE PENDING, EXCEPT FOR SUCH DEFICIENCIES THAT DO NOT HAVE A SUBJECT
ENTITIES MATERIAL ADVERSE EFFECT.
(B)
TO THE KNOWLEDGE OF THE GENERAL PARTNERS,
THE SUBJECT ENTITIES AS OF THE CLOSING DATE, DO NOT OWN, IN THE AGGREGATE,
SECURITIES OF ANY ONE ISSUER (OTHER THAN ANY OTHER SUBJECT ENTITY) HAVING A
VALUE OF MORE THAN 10% OF THE TOTAL VALUE OF THE OUTSTANDING SECURITIES OF SUCH
ISSUER.
(C)
EACH OF THE SUBJECT ENTITIES AND THE
GENERAL PARTNERS, AND TO THE KNOWLEDGE OF THE GENERAL PARTNERS, THE OTHER
PARTNERS, IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30)
OF THE CODE.
(D)
TO THE KNOWLEDGE OF THE GENERAL PARTNERS,
ALL OF THE LIABILITIES OF THE SUBJECT ENTITIES EXPECTED TO BE OUTSTANDING AS OF
THE