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giant,extend or enter into any such subscription,option,warrant,put,call,trust,right, (iv) is not subject to any obligation or requirement to provide funds to
<br /> exchangeable or convertible,security,commitment or agreement• or make any investment(in the form of a loan,capital contribution or otherwise)
<br /> (n) The Disclosure Schedule identifies all written and oral contracts to which in any person;
<br /> the Company is a party or by which it is bound. Except as set forth in the Disclosure (v) has no outstanding obligations to make any capital commitment;
<br /> Schedule,each contract is a legal,valid and binding agreement of the Company,and the
<br /> Company and the other parties thereto are in compliance with all of the respective (vi) is not party to any agreement, contract, commitment or loan to
<br /> obligations contained therein. Except as set forth in the Disclosure Schedule,there are no which any of its shareholders,officers,directors,partners,employees or agents,or
<br /> agreements or commitments between the Seller and the Company,and Seller does not any of their affiliates or associates,is a party;
<br /> own any assets,tangible or intangible,which are used in the Business of the Company.
<br /> (vii) other than the Existing Lease,is not a party to or bound by any
<br /> (o)the Except as disclosed in the Disclosure Schedule,to Company's Knowledge
<br /> Company is not subject to any liability,whether absolute,contingent,accrued le agreement,contract,commitment or restriction limiting its ability to acquire any
<br /> property or conduct its Business in any area;
<br /> otherwise,
<br /> (viii) other than the Existing Lease, has no agreements, contracts,
<br /> (p) The Company has timely filed all Tax Returns required to have been filed, commitments or restrictions which are material to its Business or operations;and
<br /> all such Tax Returns are true and correct in all material respects,the Company has paid (ix) other than the Existing Lease, is not a paily to any contracts or
<br /> all material Taxes required to have been paid by it and all material assessments received
<br /> by it.The Company has set aside on its books adequate reserves in accordance with proper agreements granting preferential purchase or lease or other rights to the Property
<br /> accounting practices for all Taxes not yet due and payable. Each of the Seller and the to any third party.
<br /> Company is unaware of any proposed or pending Tax assessments of deficiencies. As (s) The Disclosure Schedule contains a complete list and description of each
<br /> used in this Agreement, "Taxes" means all federal, slate, local, foreign and other net insurance policy and bond owned or held by or for the benefit of the Company.All policies
<br /> income,gross income,gross receipts,sales,use,ad valorem,transfer,franchise,profits, of liability,hazard,worker's compensation and other forms of insurance owned or held by
<br /> license,lease,service,service use,value added,withholding,payroll,employment,excise,
<br /> severance, stamp, occupation, premium, property, windfall profits, customs, duties or the Company,and all bonds owned or held by the Company,are y and fully paid;such
<br /> full force and effect;
<br /> other taxes,fees,assessments or charges of any kind whatever,together with any interest all premiums and other payments due thereon have been timely
<br /> and any penalties,additions to tax or additional amounts with respect thereto,and the term policies and bonds are sufficient for compliance with all agreements, contracts,
<br /> "Tax" means any one of the foregoing Taxes. The term "Returns" means all returns, commitments or restrictions to which the Company is a party or by which it is bound,are
<br /> declarations,reports,statements and other documents required to be filed in respect of valid,outstanding and enforceable;provide reasonable and adequate insurance or other
<br /> Taxes,and the term"Return"means any one of the foregoing Returns. coverage for the assets and operations of the Company, in accordance with generally
<br /> accepted industry standards;and will not in any way be affected by,or terminate or lapse
<br /> (q) To Company's Knowledge,there ate no agreements with or stipulations or by reason of,the transactions contemplated by this Agreement.
<br /> conditions imposed by any person,including any governmental or regulatory authority,
<br /> which restrict, limit, or in any way interfere with the existing use of the Company's (t) The Company has no employees and therefore maintains no benefit plans.
<br /> properties and assets,al I d there are no proceedings pending or threatened to impose such
<br /> restrictions. (u) There is no legal, administrative, arbitration or other suit, proceeding,
<br /> claim, action, investigation or inquiry pending or, to the knowledge of the Seller or
<br /> (r) Except as set forth in the Disclosure Schedule,the Company: Company's Knowledge threatened,against or involving the Company,the Property,or its
<br /> other properties or assets, including without limitation condemnation or similar
<br /> (i) is not a party to any collective bargaining or union contracts or proceedings,including such as questions or challenges the validity of this Agreement or
<br /> agreements; any action taken or to be taken by the Seller or the Company pursuant to this Agreement
<br /> or in connection with the transactions contemplated hereby;and,to the knowledge of the
<br /> (ii) has no debt obligation for borrowed money,including guarantees Seller, there is no valid basis for any suit,proceeding, claim, action, investigation or
<br /> of or agreements to acquire any such debt obligation of others; mgmry.
<br /> (iii) has no outstanding loan to any person or entity;
<br /> (v) To Company's Knowledge,the Disclosure Schedule contains a complete
<br /> list and description of each current permit,license,approval and authorization granted to
<br /> the Company.The Company has obtained all authorizations or permits from
<br /> g- to-
<br /> Exhibit 2 Exhibit 2
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