IS
NOT A PARTY TO ANY AGREEMENT OR OPTION TO PURCHASE ANY REAL PROPERTY OR INTEREST
THEREIN OTHER THAN OPTIONS FOR RENEWAL OF LEASED REAL PROPERTY FOR THE BENEFIT
OF THE COMPANY.
(F)
ENTIRE INTEREST. EXCEPT AS SET FORTH IN SECTION 2.14(F)(I) OF THE
COMPANY SCHEDULE, THE COMPANY HAS NOT LEASED OR OTHERWISE GRANTED TO ANY PERSON
(OTHER THAN PURSUANT TO THIS AGREEMENT) ANY RIGHT TO OCCUPY OR POSSESS OR
OTHERWISE ENCUMBER ANY PORTION OF THE REAL PROPERTY OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS.
EXCEPT AS SET FORTH IN SECTION 2.14(F)(II) OF THE COMPANY
SCHEDULE, THE COMPANY HAS NOT VACATED OR ABANDONED ANY PORTION OF THE REAL
PROPERTY OR GIVEN NOTICE TO ANY THIRD PARTY OF THEIR INTENT TO DO THE SAME.
(G)
CONDEMNATION. EXCEPT AS SET FORTH IN SECTION 2.14(G) OF THE
COMPANY SCHEDULE, THE COMPANY HAS NOT RECEIVED WRITTEN NOTICE OF AN
EXPROPRIATION OR CONDEMNATION PROCEEDING PENDING, THREATENED OR PROPOSED AGAINST
THE REAL PROPERTY.
2.15
TAXES.
(A)
DEFINITION OF TAXES.
FOR THE PURPOSES OF THIS
AGREEMENT, "TAX" OR "TAXES" REFERS TO ANY AND ALL FEDERAL, STATE, LOCAL AND
FOREIGN TAXES, INCLUDING, WITHOUT LIMITATION, GROSS RECEIPTS, INCOME, PROFITS,
SALES, USE, OCCUPATION, VALUE ADDED, AD VALOREM, TRANSFER, FRANCHISE,
WITHHOLDING, PAYROLL, RECAPTURE, EMPLOYMENT, EXCISE AND PROPERTY TAXES,
ASSESSMENTS, GOVERNMENTAL CHARGES AND DUTIES TOGETHER WITH ALL INTEREST,
PENALTIES AND ADDITIONS IMPOSED WITH RESPECT TO ANY SUCH AMOUNTS AND ANY
OBLIGATIONS UNDER ANY AGREEMENTS OR ARRANGEMENTS WITH ANY
20
OTHER PERSON WITH RESPECT TO ANY SUCH AMOUNTS AND INCLUDING ANY LIABILITY OF A
PREDECESSOR ENTITY FOR ANY SUCH AMOUNTS.
(B)
TAX RETURNS AND AUDITS.
EXCEPT AS SET FORTH IN SECTION 2.15 OF
THE COMPANY SCHEDULE:
(I)
THE COMPANY HAS TIMELY FILED ALL FEDERAL, STATE, LOCAL AND
FOREIGN RETURNS, ESTIMATES, INFORMATION STATEMENTS AND REPORTS RELATING TO TAXES
("RETURNS") REQUIRED TO BE FILED BY THE COMPANY WITH ANY TAX AUTHORITY PRIOR TO
THE DATE HEREOF, EXCEPT SUCH RETURNS WHICH ARE NOT MATERIAL TO COMPANY.
TO THE
COMPANY'S KNOWLEDGE, ALL SUCH RETURNS ARE TRUE, CORRECT AND COMPLETE IN ALL
MATERIAL RESPECTS.
THE COMPANY HAS PAID ALL TAXES SHOWN TO BE DUE ON SUCH
RETURNS.
THE COMPANY IS NOT A "UNITED STATES REAL PROPERTY HOLDING
CORPORATION," AS DEFINED IN SECTION 897 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND SECTION 1.897-2(B) OF THE REGULATIONS PROMULGATED THEREUNDER.
(II)
ALL TAXES THAT THE COMPANY IS REQUIRED BY LAW TO WITHHOLD OR
COLLECT HAVE BEEN DULY WITHHELD OR COLLECTED, AND HAVE BEEN TIMELY PAID OVER TO
THE PROPER GOVERNMENTAL AUTHORITIES TO THE EXTENT DUE AND PAYABLE.
(III)
THE COMPANY IS NOT DELINQUENT IN THE PAYMENT OF ANY MATERIAL TAX
NOR IS THERE ANY MATERIAL TAX DEFICIENCY OUTSTANDING, PROPOSED OR ASSESSED
AGAINST THE COMPANY, NOR HAS THE COMPANY EXECUTED ANY UNEXPIRED WAIVER OF ANY
STATUTE OF LIMITATIONS ON OR EXTENDING THE PERIOD FOR THE ASSESSMENT OR
COLLECTION OF ANY TAX.
(IV)
TO THE COMPANY'S KNOWLEDGE, NO AUDIT OR OTHER EXAMINATION OF ANY
RETURN OF THE COMPANY BY ANY TAX AUTHORITY IS PRESENTLY IN PROGRESS.
THE
COMPANY