Common use of Representations and Warranties of TRG Clause in Contracts

Representations and Warranties of TRG. To induce PacTel to enter into this Agreement, TRG hereby represents and warrants to PacTel as follows: (a) PacTel shall have the right to transfer title to the TRG Units, without any obligation to obtain any further consents or approvals of TRG or its partners, to any successor trustee of PacTel, so long as PacTel remains the sole beneficial owner of the TRG Units; (b) TRG is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and has made all filings and recordings necessary to exist, operate and to do business under all presently applicable statutes, laws, ordinances and governmental rules and regulations ("Governmental Regulations") and has the partnership power and authority to own, operate and lease its properties, to carry on its business as currently conducted and to execute and deliver this Agreement and any other documents and instruments to be delivered by it pursuant to or in connection with this Agreement, and to perform all of its obligations under this Agreement and any other documents and instruments to be delivered by TRG in connection with or pursuant hereto; (c) The execution, delivery and performance by TRG of this Agreement and all other documents and instruments required to be delivered by TRG pursuant hereto or in connection herewith, the fulfillment of and the compliance by TRG with the respective terms and provisions hereof and thereof, and the due consummation by TRG of the transaction contemplated hereby and thereby, have been duly and validly authorized by all necessary partnership actions of TRG (none of which actions have been modified or rescinded, and all of which actions are in full force and effect), and do not: (a) require any consent or approval of any partner, lender, creditor, investor or, to the best of TRG's knowledge and except as set forth on Schedule 2.1(c), judicial or administrative body, Authority (as defined herein) or other party which has not already been obtained; or (b) conflict with, or result in a breach of, or constitute a default under, any partnership agreement, articles of incorporation, bylaws, shareholders agreement, bond, note or other evidence of indebtedness, contract, indenture, mortgage, deed of trust, loan, lease, or any other agreement or instrument to which TRG is a party or by which TRG or any of TRG's properties may be bound or affected or, to the best of TRG's knowledge, any Governmental Regulation presently applicable to TRG; (d) Except as set forth in Schedule 2.1(d), no authorization, consent, order, approval or license of or filing with, or other act by or in respect of any federal, state or local governmental body, board, commission or agencies ("Authority") is or will be necessary to permit the valid execution, delivery and performance by TRG of this Agreement or any of the instruments or documents to be executed and delivered by TRG pursuant to or in connection with this Agreement; (e) This Agreement constitutes, and all other documents and instruments to be delivered by TRG pursuant hereto or in connection herewith will constitute, legal, valid and binding obligations of TRG, enforceable against TRG in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting generally the enforcement of creditors' rights and general principles of equity; (f) No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy or other similar legal proceedings are pending or, to the best of TRG's knowledge, threatened against TRG nor are any such proceedings contemplated by TRG. TRG has never been a debtor under any case commenced under the United States Bankruptcy Code; (g) TRG has not received any written notices from any Authority that TRG currently is in violation of any presently applicable Governmental Regulations, except to the extent that any such violation will not have a materially adverse effect on TRG; (h) TRG has furnished to PacTel a true, correct and complete copy of the Amended and Restated Agreement of Limited Partnership of The Taubman Realty Group Limited Partnership, dated November 30, 1992, in effect on the date hereof, which has not been amended except for (i) the Acknowledgment of Issuance of Units of Partnership Interest and Admission of Limited Partners, dated December 21, 1994, and (ii) amendments that have been approved but not yet prepared or executed solely to reflect the allocation of the Unallocated Interests, changes in the constituency of TRG, the issuance of Units of Partnership Interest in connection with TRG's acquisition of Biltmore Fashion Park and changes in the percentage interests of the partners in TRG, all as set forth on Schedule 2.1(h) (as so amended, the "TRG Partnership Agreement"). To the best of TRG's knowledge, there are no uncured defaults or breaches by any partner under the TRG Partnership Agreement. TRG is classified as a partnership for federal income tax purposes. As of the Closing Date, and immediately before the issuance of TRG Units to PacTel, there are 63,521.461 Units of Partnership Interest in TRG outstanding and incentive options which have been or may be granted for up to an additional 4,500 Units of Partnership Interest in the aggregate; (i) True and complete copies of (a) the audited consolidated financial statements of TRG as of December 31, 1993, 1994 and 1995 and for each of the years ended December 31, 1993, 1994 and 1995, together with all related notes and schedules thereto, accompanied by the reports thereon of Deloitte & Touche, TRG's independent auditors, as included in the 1994 and 1995 Annual Reports and/or 1994 and 1995 Form 10- K's for TCI, and (b) the unaudited consolidated financial statements of TRG as included in TCI's Form 10-Q as of March 31, 1996 and for the three (3) months then ended, together with all related notes and schedules thereto, if any (collectively, "TRG's Financial Statements"), have been delivered to PacTel. TRG's Financial Statements were prepared in accordance with the books of account and other financial records of TRG, present fairly the consolidated financial condition and results of operations of TRG as of the dates thereof or for the periods covered thereby, and have been prepared in accordance with generally accepted accounting principles consistently applied. There are no material liabilities of TRG other than liabilities reflected or reserved for on the consolidated balance sheet of TRG as of March 31, 1996 and other than the approximate $37,000,000 of additional debt incurred in connection with the acquisition of the Paseo Nuevo Shopping Center; (j) Since March 31, 1996, the business of TRG has been conducted in all material respects in the ordinary course and consistent with past practice. As amplification and without limiting the generality of the foregoing, since March 31, 1996, TRG has not, except in the ordinary course of business consistent with past practice, (a) written down or written up (or failed to write down or write up in accordance with U.S. GAAP) the value of any material assets or revalued any assets of TRG; (b) made any material change in any method of accounting or accounting practice or policy used by TRG; or (c) made any material loan to, guaranteed any indebtedness of or otherwise incurred any indebtedness on behalf of any partner of TRG. Since March 31, 1996, there has been no event or occurrence that would, or is reasonably likely to, result in a material adverse change in the business, financial condition or results of operations of TRG; (k) TRG has filed all reports, registration statements and all amendments thereto required to be made thereto that TRG was required by law or regulation to file with the SEC. TRG has furnished to PacTel true, complete and correct copies of TRG's Prospectus, dated April 25, 1995 (the "Prospectus") and TRG's Quarterly Reports on Form 10-Q for the quarter ended March 31, 1996, Current Reports on Form 8-K, dated December 9, 1994, January 4, 1995, March 2, 1995, May 22, 1995, December 13, 1995, May 15, 1996 and June 27, 1996, and all other documents filed under the Exchange Act since March 31, 1996 (collectively, "TRG's 1934 Act Filings"). As of their respective dates, TRG's Prospectus and TRG's 1934 Act Filings complied in all material respects with all applicable rules and regulations of SEC. Except as modified by the statements made in TRG's 1934 Act Filings and any press releases issued by TCI or TRG since March 31, 1996, and listed on Schedule 2.1(k) hereto, the statements made in the Prospectus are in all material respects true, complete and correct as if made on the date hereof. Neither the Prospectus nor TRG's 1934 Act Filings, as of the respective dates thereof, contained any untrue statement of material fact or omitted to state any material fact necessary to make the statements contained therein not misleading; (l) There are no restrictions on the transfer of the TRG Units other than those contained in the TRG Partnership Agreement, arising from federal and applicable state securities laws, and those imposed under the Amended and Restated Partnership Agreement of Woodfield Associates, dated March 31, 1989, as amended. All of the outstanding Units of Partnership Interest in TRG were duly authorized and validly issued in accordance with the terms of the Partnership Agreement and in compliance with applicable laws. At the Closing: (a) the Units of Partnership Interest issued by TRG to PacTel will be duly authorized and validly issued in accordance with all of the conditions set forth in the Partnership Agreement including, without limitation, the conditions set forth in Sections 3.4 and 8.4 thereof; and (b) PacTel will be admitted as a limited partner of TRG entitled to all of the rights and privileges of a limited partner under the Partnership Agreement. Except as set forth in TRG's 1934 Act Filings or the Prospectus (including documents incorporated by reference into the Prospectus), there are no outstanding subscriptions, options, warrants, preemptive or other rights or other arrangements or commitments obligating TRG to issue any Units of Partnership Interest; (m) TRG is a "real estate operating company" within the meaning of regulations promulgated by the Department of Labor, and published at 29 C.F.R. Section 2510.3-101 for purposes of the plan asset and prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); and (n) Any TCI Stock acquired by PacTel in exchange for Units pursuant to the Continuing Offer will be "publicly-offered securities" as such term is defined by Department of Labor Regulations published at 29 C.F.R. Section 2510.3-101 for purposes of the plan asset and prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Code.

Representations and Warranties of TRG. To induce PacTel to enter into this Agreement, TRG hereby represents and warrants to PacTel as follows: (a) PacTel shall have the right to transfer title to the TRG Units, without any obligation to obtain any further consents or approvals of TRG or its partners, to any successor trustee of PacTel, so long as PacTel remains the sole beneficial owner of the TRG Units; (b) TRG is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and has made all filings and recordings necessary to exist, operate and to do business under all presently applicable statutes, laws, ordinances and governmental rules and regulations ("Governmental Regulations") and has the partnership power and authority to own, operate and lease its properties, to carry on its business as currently conducted and to execute and deliver this Agreement and any other documents and instruments to be delivered by it pursuant to or in connection with this Agreement, and to perform all of its obligations under this Agreement and any other documents and instruments to be delivered by TRG pursuant hereto or in connection with or pursuant heretoherewith; (cb) The execution, delivery and performance by TRG of this Agreement and all other documents and instruments required to be delivered by TRG pursuant hereto or in connection herewith, the fulfillment of and the compliance by TRG with the respective terms and provisions hereof and thereof, and the due consummation by TRG of the transaction contemplated hereby and thereby, have been duly and validly authorized by all necessary partnership actions of TRG (none of which actions have been modified or rescinded, and all of which actions are in full force and effect), and do not: (a) require any consent or approval of any partner, lender, creditor, investor or, to the best of TRG's knowledge and except as set forth on Schedule 2.1(c)knowledge, judicial or administrative body, Authority (as defined herein) or other party which has not already been obtained; or (b) conflict with, or result in a breach of, or constitute a default under, any partnership agreement, articles of incorporation, bylaws, shareholders agreement, bond, note or other evidence of indebtedness, contract, indenture, mortgage, deed of trust, loan, lease, or any other agreement or instrument to which TRG is a party or by which TRG or any of TRG's properties may be bound or affected or, to the best of TRG's knowledge, any Governmental Regulation presently applicable to TRG; (dc) Except as set forth in Schedule 2.1(d), no No authorization, consent, order, approval or license of or filing with, or other act by or in respect of any federal, state or local governmental body, board, commission or agencies ("Authority") is or will be necessary to permit the valid execution, delivery and performance by TRG of this Agreement or any of the instruments or documents to be executed and delivered by TRG pursuant to or in connection with this Agreement; (ed) This Agreement constitutes, and all other documents and instruments to be delivered by TRG pursuant hereto or in connection herewith will constitute, legal, valid and binding obligations of TRG, enforceable against TRG in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting generally the enforcement of creditors' rights and general principles of equity; (fe) No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy or other similar legal proceedings are pending or, to the best of TRG's knowledge, threatened against TRG nor are any such proceedings contemplated by TRG. TRG has never been a debtor under any case commenced under the United States Bankruptcy Code; (gf) TRG has not received any written notices from any Authority that TRG currently is in violation As of any presently applicable Governmental Regulations, except to the extent that any such violation will not have a materially adverse effect on TRG; (h) TRG has furnished to PacTel a true, correct and complete copy of the Amended and Restated Agreement of Limited Partnership of The Taubman Realty Group Limited Partnership, dated November 30, 1992, in effect on the date hereof, which TRG has not been amended except for (i) no actual knowledge of any outstanding amounts currently owing to PacTel by TRG or the Acknowledgment of Issuance of Units of Partnership Interest and Admission of Limited PartnersPartnership, dated December 21including without limitation, 1994, and (ii) amendments that have been approved but not yet prepared or executed solely to reflect the allocation of the Unallocated Interests, changes in the constituency of TRG, the issuance of Units of Partnership Interest in connection with TRG's acquisition of Biltmore Fashion Park and changes in the percentage interests of the partners in TRG, all as set forth on Schedule 2.1(h) (as so amended, the "TRG Partnership Agreement"). To the best of TRG's knowledge, there are no uncured defaults or breaches by any partner under the TRG Partnership Agreement. TRG is classified as a partnership for federal income tax purposes. As of the Closing Date, and immediately before the issuance of TRG Units to PacTel, there are 63,521.461 Units of Partnership Interest in TRG outstanding and incentive options which have been or may be granted for up to an additional 4,500 Units of Partnership Interest in the aggregate; (i) True and complete copies of (a) the audited consolidated financial statements of TRG as of December 31, 1993, 1994 and 1995 and for each of the years ended December 31, 1993, 1994 and 1995, together with all related notes and schedules thereto, accompanied distributions owing by the reports thereon of Deloitte & Touche, TRG's independent auditors, as included in the 1994 and 1995 Annual Reports and/or 1994 and 1995 Form 10- K's for TCI, and (b) the unaudited consolidated financial statements of TRG as included in TCI's Form 10-Q as of March 31, 1996 and for the three (3) months then ended, together with all related notes and schedules thereto, if any (collectively, "TRG's Financial Statements"), have been delivered Partnership to PacTel. TRG's Financial Statements were prepared All reserves established by the Partnership are reasonable in accordance with the books of account amount and other financial records of TRG, present fairly the consolidated financial condition and results of operations of TRG as of the dates thereof or for the periods covered thereby, and have been prepared in accordance with generally accepted accounting principles consistently applied. There are no material liabilities of TRG other than liabilities reflected or reserved for on the consolidated balance sheet of TRG as of March 31, 1996 and other than the approximate $37,000,000 of additional debt incurred in connection with the acquisition of the Paseo Nuevo Shopping Center; (j) Since March 31, 1996, the business of TRG has been conducted in all material respects in the ordinary course and consistent with past practice. As amplification and without limiting the generality practices of the foregoing, since March 31, 1996, TRG has not, except in the ordinary course of business consistent with past practice, (a) written down or written up (or failed to write down or write up in accordance with U.S. GAAP) the value of any material assets or revalued any assets of TRGPartnership; (b) made any material change in any method of accounting or accounting practice or policy used by TRG; or (c) made any material loan to, guaranteed any indebtedness of or otherwise incurred any indebtedness on behalf of any partner of TRG. Since March 31, 1996, there has been no event or occurrence that would, or is reasonably likely to, result in a material adverse change in the business, financial condition or results of operations of TRG;and (kg) TRG has filed all reports, registration statements and all amendments thereto required to be made thereto that TRG was required by law or regulation to file with the SEC. TRG has furnished to PacTel true, complete and correct copies of TRG's Prospectus, dated April 25, 1995 (the "Prospectus") and TRG's Quarterly Reports on Form 10-Q for the quarter ended March 31, 1996, Current Reports on Form 8-K, dated December 9, 1994, January 4, 1995, March 2, 1995, May 22, 1995, December 13, 1995, May 15, 1996 and June 27, 1996, and all other documents filed under the Exchange Act since March 31, 1996 (collectively, "TRG's 1934 Act Filings"). As of their respective dates, TRG's Prospectus and TRG's 1934 Act Filings complied in all material respects with all applicable rules and regulations of SEC. Except as modified The liability insurance carried by the statements made in TRG's 1934 Act Filings Partnership is on an "occurrence basis" and any press releases issued by TCI or TRG since March 31, 1996, and listed on Schedule 2.1(k) hereto, will be effective after the statements made in Closing Date to cover claims against the Prospectus are in all material respects true, complete and correct as if made on the date hereof. Neither the Prospectus nor TRG's 1934 Act Filings, as of the respective dates thereof, contained any untrue statement of material fact or omitted to state any material fact necessary to make the statements contained therein not misleading; (l) There are no restrictions on the transfer of the TRG Units other than those contained in the TRG Partnership Agreement, arising from federal and applicable state securities laws, and those imposed under the Amended and Restated Partnership Agreement of Woodfield Associates, dated March 31, 1989, as amended. All of the outstanding Units of Partnership Interest in TRG were duly authorized and validly issued in accordance with the terms and conditions of the Partnership Agreement policy, and in compliance with applicable laws. At to the Closing: (a) the Units of Partnership Interest issued by TRG to PacTel will be duly authorized and validly issued in accordance with all extent of the conditions set forth in the Partnership Agreement includingcoverage provided thereby, without limitation, the conditions set forth in Sections 3.4 and 8.4 thereof; and (b) PacTel will be admitted as a limited partner arising out of TRG entitled to all of the rights and privileges of a limited partner under the Partnership Agreement. Except as set forth in TRG's 1934 Act Filings or the Prospectus (including documents incorporated by reference into the Prospectus), there are no outstanding subscriptions, options, warrants, preemptive or other rights or other arrangements or commitments obligating TRG to issue any Units of Partnership Interest; (m) TRG is a "real estate operating company" within the meaning of regulations promulgated by the Department of Labor, and published at 29 C.F.R. Section 2510.3-101 for purposes of the plan asset and prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); and (n) Any TCI Stock acquired by PacTel in exchange for Units pursuant events occurring prior to the Continuing Offer will be "publicly-offered securities" as such term is defined by Department of Labor Regulations published at 29 C.F.R. Section 2510.3-101 for purposes of the plan asset and prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the CodeClosing Date.

Representations and Warranties of TRG. To induce PacTel Xxxxxx to enter into this Agreement, TRG hereby represents and warrants to PacTel Xxxxxx as follows: (a) PacTel The Series E Units (and the Common Units into which the Series E Units may be converted) will be duly authorized and validly issued and shall have be free and clear of any lien, claim, pledge, encumbrance, or rights of others of any kind, except for the right to transfer title to the TRG Units, without any obligation to obtain any further consents or approvals of TRG or its partners, to any successor trustee of PacTel, so long as PacTel remains the sole beneficial owner terms and conditions of the TRG Partnership Agreement (as defined below); TRG shall reserve Common Units to enable the conversion of the Series E Units; TCI shall reserve shares to enable the exchange of Common Units contemplated by this Agreement; (b) TRG is a limited partnership duly organizedNo Series E Units are presently outstanding or shall be issued without the consent of Xxxxxx, validly existing nor shall the terms and in good standing under conditions applicable to such Series E Units be amended without the laws consent of the State of Delaware, and has made all filings and recordings necessary to exist, operate and to do business under all presently applicable statutes, laws, ordinances and governmental rules and regulations ("Governmental Regulations") and has the partnership power and authority to own, operate and lease its properties, to carry on its business as currently conducted and to execute and deliver this Agreement and any other documents and instruments to be delivered by it pursuant to or in connection with this Agreement, and to perform all of its obligations under this Agreement and any other documents and instruments to be delivered by TRG in connection with or pursuant heretoXxxxxx; (c) The execution, delivery and performance by TRG of this Agreement and all other documents and instruments required to be delivered by TRG pursuant hereto or in connection herewith, the fulfillment of and the compliance by TRG with the respective terms and provisions hereof and thereof, and the due consummation by TRG of the transaction contemplated hereby and thereby, have been duly and validly authorized by all necessary partnership actions of TRG (none of which actions have been modified or rescinded, and all of which actions are in full force and effect), and do not: (a) require any consent or approval of any partner, lender, creditor, investor or, to the best of TRG's knowledge and except as set forth on Schedule 2.1(c), judicial or administrative body, Authority (as defined herein) or other party which has not already been obtained; or (b) conflict with, or result in a breach of, or constitute a default under, any partnership agreement, articles of incorporation, bylaws, shareholders agreement, bond, note or other evidence of indebtedness, contract, indenture, mortgage, deed of trust, loan, lease, or any other agreement or instrument to which TRG is a party or by which TRG or any of TRG's properties may be bound or affected or, to the best of TRG's knowledge, any Governmental Regulation presently applicable to TRG; (d) Except as set forth in Schedule 2.1(d), no authorization, consent, order, approval or license of or filing with, or other act by or in respect of any federal, state or local governmental body, board, commission or agencies ("Authority") is or will be necessary to permit the valid execution, delivery and performance by TRG of this Agreement or any of the instruments or documents to be executed and delivered by TRG pursuant to or in connection with this Agreement; (e) This Agreement constitutes, and all other documents and instruments to be delivered by TRG pursuant hereto or in connection herewith will constitute, legal, valid and binding obligations of TRG, enforceable against TRG in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting generally the enforcement of creditors' rights and general principles of equity; (f) No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy or other similar legal proceedings are pending or, to the best of TRG's knowledge, threatened against TRG nor are any such proceedings contemplated by TRG. TRG has never been a debtor under any case commenced under the United States Bankruptcy Code; (g) TRG has not received any written notices from any Authority that TRG currently is in violation of any presently applicable Governmental Regulations, except to the extent that any such violation will not have a materially adverse effect on TRG; (h) TRG has furnished to PacTel Xxxxxx a true, correct and complete copy of the Second Amended and Restated Agreement of Limited Partnership of The Taubman Realty Group Limited Partnership, dated November September 30, 1992, in effect on the date hereof1998, which has not been amended except for (i) the Acknowledgment of Issuance of Units of Partnership Interest and Admission of Limited Partnersamendments dated March 4, dated December 211999, 1994September 3, 1999, and (ii) amendments that have been approved but not yet prepared or executed solely to reflect the allocation of the Unallocated InterestsMay 2, changes in the constituency of TRG, the issuance of Units of Partnership Interest in connection with TRG's acquisition of Biltmore Fashion Park and changes in the percentage interests of the partners in TRG, all as set forth on Schedule 2.1(h) 2003 (as so amended, the "“TRG Partnership Agreement"”); (d) TRG has delivered to Xxxxxx a true, correct, and complete copy of the Continuing Offer, and there has been no amendment thereto as of the date hereof; (e) On the Closing Date, TRG will have all requisite power, authority, and capacity to consummate the transactions contemplated hereunder and to otherwise perform the obligations required of them hereunder; (f) TRG’s execution, delivery, and performance of its obligations under this Agreement do not and will not violate any law, regulation, rule, administrative order, judgment, agreement, or instrument to which TRG or any of its properties are subject or by which TRG or any of its properties are bound. To No consent of any third party is required in order for TRG to enter into this Agreement or any other agreement contemplated hereunder or for TRG to carry out the best transactions contemplated hereby or thereby; (g) This Agreement constitutes the legally valid and binding obligation of TRG's knowledge, there are no uncured defaults or breaches enforceable against TRG in accordance with its terms; (h) At Closing, TRG shall provide to Xxxxxx a certificate executed by any partner under the TRG Partnership Agreement. pursuant to which TRG is classified represents and warrants to Xxxxxx that, as a partnership for federal income tax purposes. As of the Closing Date, the representations and immediately before the issuance of TRG Units to PacTel, there warranties set forth on Exhibit A attached hereto are 63,521.461 Units of Partnership Interest in TRG outstanding true and incentive options which have been or may be granted for up to an additional 4,500 Units of Partnership Interest in the aggregate;correct; and (i) True and complete copies From January 11, 2003 through the date of (a) the audited consolidated financial statements of TRG as of December 31, 1993, 1994 and 1995 and for each of the years ended December 31, 1993, 1994 and 1995, together with all related notes and schedules thereto, accompanied by the reports thereon of Deloitte & Touche, TRG's independent auditors, as included in the 1994 and 1995 Annual Reports and/or 1994 and 1995 Form 10- K's for TCI, and (b) the unaudited consolidated financial statements of TRG as included in TCI's Form 10-Q as of March 31, 1996 and for the three (3) months then ended, together with all related notes and schedules thereto, if any (collectively, "TRG's Financial Statements"), have been delivered to PacTel. TRG's Financial Statements were prepared in accordance with the books of account and other financial records of TRG, present fairly the consolidated financial condition and results of operations of TRG as of the dates thereof or for the periods covered thereby, and have been prepared in accordance with generally accepted accounting principles consistently applied. There are no material liabilities of TRG other than liabilities reflected or reserved for on the consolidated balance sheet of TRG as of March 31, 1996 and other than the approximate $37,000,000 of additional debt incurred in connection with the acquisition of the Paseo Nuevo Shopping Center; (j) Since March 31, 1996, the business of TRG has been conducted in all material respects in the ordinary course and consistent with past practice. As amplification and without limiting the generality of the foregoing, since March 31, 1996, TRG has not, except in the ordinary course of business consistent with past practice, (a) written down or written up (or failed to write down or write up in accordance with U.S. GAAP) the value of any material assets or revalued any assets of TRG; (b) made any material change in any method of accounting or accounting practice or policy used by TRG; or (c) made any material loan to, guaranteed any indebtedness of or otherwise incurred any indebtedness on behalf of any partner of TRG. Since March 31, 1996this Agreement, there has been no event or occurrence that would, or is reasonably likely to, result in a material adverse change in the business, financial condition or results “TRG Change of operations of TRG; Control” (k) TRG has filed all reports, registration statements and all amendments thereto required to be made thereto that TRG was required by law or regulation to file with the SEC. TRG has furnished to PacTel true, complete and correct copies of TRG's Prospectus, dated April 25, 1995 (the "Prospectus") and TRG's Quarterly Reports on Form 10-Q for the quarter ended March 31, 1996, Current Reports on Form 8-K, dated December 9, 1994, January 4, 1995, March 2, 1995, May 22, 1995, December 13, 1995, May 15, 1996 and June 27, 1996, and all other documents filed under the Exchange Act since March 31, 1996 (collectively, "TRG's 1934 Act Filings"). As of their respective dates, TRG's Prospectus and TRG's 1934 Act Filings complied in all material respects with all applicable rules and regulations of SEC. Except as modified by the statements made in TRG's 1934 Act Filings and any press releases issued by TCI or TRG since March 31, 1996, and listed on Schedule 2.1(k) hereto, the statements made in the Prospectus are in all material respects true, complete and correct as if made on the date hereof. Neither the Prospectus nor TRG's 1934 Act Filings, as of the respective dates thereof, contained any untrue statement of material fact or omitted to state any material fact necessary to make the statements contained therein not misleading; (l) There are no restrictions on the transfer of the TRG Units other than those contained in the TRG Partnership Agreement, arising from federal and applicable state securities laws, and those imposed under the Amended and Restated Partnership Agreement of Woodfield Associates, dated March 31, 1989, as amended. All of the outstanding Units of Partnership Interest in TRG were duly authorized and validly issued in accordance with the terms of the Partnership Agreement and in compliance with applicable laws. At the Closing: (a) the Units of Partnership Interest issued by TRG to PacTel will be duly authorized and validly issued in accordance with all of the conditions set forth in the Partnership Agreement including, without limitation, the conditions set forth in Sections 3.4 and 8.4 thereof; and (b) PacTel will be admitted as a limited partner of TRG entitled to all of the rights and privileges of a limited partner under the Partnership Agreement. Except as set forth in TRG's 1934 Act Filings or the Prospectus (including documents incorporated by reference into the Prospectus), there are no outstanding subscriptions, options, warrants, preemptive or other rights or other arrangements or commitments obligating TRG to issue any Units of Partnership Interest; (m) TRG is a "real estate operating company" within the meaning of regulations promulgated by the Department of Labor, and published at 29 C.F.R. Section 2510.3-101 for purposes of the plan asset and prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); and (n) Any TCI Stock acquired by PacTel in exchange for Units pursuant to the Continuing Offer will be "publicly-offered securities" as such term is defined by Department of Labor Regulations published at 29 C.F.R. Section 2510.3-101 for purposes of in the plan asset and prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the CodeJV Agreement).