Common use of Taxes and Related Tax Matters Clause in Contracts

Taxes and Related Tax Matters. (i) For all taxable years from and after the year in which RCPI was organized through the most recent December 31, RCPI has been subject to taxation as a real estate investment trust (a "REIT") under Subchapter M of the Code and has satisfied all requirements to qualify as a REIT for such years. In addition, assuming hypothetically that (i) RCPI's taxable year in which the Merger occurs were to close immediately prior to the Closing, and (ii) all recordkeeping and notice requirements in respect of such year will be complied with, then, without giving effect to the Merger, RCPI will be for such hypothetical short year subject to taxation as a REIT under Subchapter M of the Code and will satisfy all requirements to qualify as a REIT for such year. RCPI is not aware of any fact or circumstance that could reasonably be expected to prevent it from continuing so to qualify until the time immediately prior to the Closing (without giving effect to the Merger). (ii) Except as set forth on Section 3.1(i)(ii) of the RCPI Disclosure Schedule or as would not, individually and in the aggregate, have a Material Adverse Effect on RCPI: (A) All Taxes required to be paid on or before the date hereof by or with respect to RCPI and its Subsidiaries have been timely paid, and any Taxes required to be paid by or with respect to RCPI and its Subsidiaries (or any of them) after the date hereof and on or before the Effective Time shall be timely paid. (B) All Tax Returns required to be filed by or with respect to RCPI or its Subsidiaries on or before the date hereof have been timely filed. All Tax Returns required to be filed by or with respect to RCPI or any of its Subsidiaries after the date hereof and on or before the Effective Time shall be prepared and timely filed in a manner consistent with prior years and applicable Laws. No penalties or other charges are or will become due with respect to the late filing of any Tax Return of RCPI or any of its Subsidiaries or payment of any Tax of RCPI or any of its Subsidiaries required to be filed or paid on or before the Effective Time. (C) With respect to all Tax Returns filed by or with respect to RCPI and any of its Subsidiaries, no audit is in progress and no waiver or agreement for an extension of time has been executed with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement has been executed for the extension of time for the assessment or payment of any Tax. (D) There are no liens for Taxes upon the assets of RCPI or any of its Subsidiaries except liens for current Taxes not yet delinquent. (E) RCPI has provided Parent copies of all revenue agent reports and related schedules related to pending Tax audits of RCPI or any of its Subsidiaries or any predecessor thereof or any of its Subsidiaries. Neither RCPI nor any of its Subsidiaries has received any notice of deficiency, assessment or proposed deficiency or assessment from any federal, state, local or foreign taxing authority, and neither RCPI nor any of its Subsidiaries has been advised by any such authority that any such notice is forthcoming. (F) RCPI has not filed a consent to the application of Section 341(f) of the Code. (G) Neither RCPI nor any of its Subsidiaries has made or become obligated to make, or will become obligated as a result of any event connected with any transaction contemplated herein to make, any "excess parachute payment" as defined in Section 280G of the Code. (H) Neither RCPI nor any of its Subsidiaries is subject to any joint venture, partnership or other arrangement or contract that is treated as a partnership for Federal income tax purposes.

Taxes and Related Tax Matters. (i) For all taxable years from Other than Taxes and after the year in which RCPI was organized through the most recent December 31, RCPI has been subject to taxation as a real estate investment trust (a "REIT") under Subchapter M of the Code and has satisfied all requirements to qualify as a REIT for such years. In addition, assuming hypothetically Tax Sharing Agreement Amounts that (i) RCPI's taxable year in which the Merger occurs were to close immediately prior to the Closing, and (ii) all recordkeeping and notice requirements in respect of such year will be complied with, then, without giving effect to the Merger, RCPI will be for such hypothetical short year subject to taxation as a REIT under Subchapter M of the Code and will satisfy all requirements to qualify as a REIT for such year. RCPI is not aware of any fact or circumstance that could reasonably be expected to prevent it from continuing so to qualify until the time immediately prior to the Closing (without giving effect to the Merger). (ii) Except as set forth on Section 3.1(i)(ii) of the RCPI Disclosure Schedule or as would not, individually and in the aggregate, have a Material Adverse Effect on RCPI: (A) All aggregate are not material all Taxes required to be paid on or before the date hereof by or with respect to RCPI and its Subsidiaries have been timely paid, and any Taxes required to be paid by or with respect to RCPI Metromedia and its Subsidiaries (or any of them) after the date hereof and ), including amounts, other than amounts being contested in good faith, required to be paid on or before the Effective Time shall be date hereof with respect to Taxes as a result of any Tax Sharing Agreement of Metromedia and its Subsidiaries (or any of them), have been timely paid, except with respect to Taxes and Tax Sharing Agreement Amounts for which the failure to pay would not have a Material Adverse Effect with respect to Metromedia. (Bii) All material Tax Returns required to be filed by or with respect to RCPI or Metromedia and its Subsidiaries (or any of them) with respect to Taxes on or before the date hereof have been timely filed. All Tax Returns required to be filed by or with respect to RCPI or any of its Subsidiaries after the date hereof and on or before the Effective Time shall be prepared and timely filed in a manner consistent with prior years and applicable Laws. No penalties or other charges in a material amount are or will become due with respect to the late filing of any Tax Return of RCPI Metromedia or any of its Subsidiaries or payment of any Tax of RCPI Metromedia or any of its Subsidiaries Subsidiaries, required to be filed or paid on or before the Effective Timedate hereof. (Ciii) With respect to all Tax Returns filed by or with respect to RCPI Metromedia and any of its Subsidiaries, (A) Section 3.2(j) of the Metromedia Disclosure Schedule sets forth the periods for which the statute of limitations for the assessment of federal Taxes have expired; (B) except as set forth in Section 3.2(j) of the Metromedia Disclosure Schedule, no audit is in progress and no waiver or agreement for an extension of time has been executed with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement has been executed for the extension of time for the assessment or payment of any Tax. ; and (DC) There are except as set forth in Section 3.2(j) of the Metromedia Disclosure Schedule, there is no liens for Taxes upon the assets of RCPI material unassessed deficiency proposed or any of its Subsidiaries except liens for current Taxes not yet delinquent. (E) RCPI has provided Parent copies of all revenue agent reports and related schedules related to pending Tax audits of RCPI or any of its Subsidiaries or any predecessor thereof threatened against Metromedia or any of its Subsidiaries. Neither RCPI nor any . (iv) Except as set forth in Section 3.2(j) of its Subsidiaries has received any notice of deficiencythe Metromedia Disclosure Schedule, assessment or proposed deficiency or assessment from any federal, state, local or foreign taxing authority, and neither RCPI Metromedia nor any of its Subsidiaries has been advised by or is a party to any such authority that any such notice is forthcomingtax sharing agreement or similar arrangement. (Fv) RCPI has not filed a consent to the application of Section 341(f3.2(j) of the Code. Metromedia Disclosure Schedule identifies (Gi) Neither RCPI nor the common parent of each group of affiliated corporations that filed a consolidated federal income tax return, and the period to which such returns related, that included Metromedia or any of its Significant Subsidiaries since 1989, (ii) all material Tax liabilities, of which Metromedia has made or become obligated to makeknowledge, or will become obligated as a result of any event connected that have been asserted by the IRS with any transaction contemplated herein to make, any "excess parachute payment" as defined in Section 280G of the Code. (H) Neither RCPI nor any of its Subsidiaries is subject respect to any joint venture, partnership or other arrangement or contract such return and all claims with respect to Taxes in a material amount that have been asserted against Metromedia under any tax sharing agreement to which it is treated as a partnership for Federal income tax purposesparty.

Taxes and Related Tax Matters. (i) For all taxable years from and after the year in which RCPI was organized through the most recent December 31, RCPI has been subject to taxation as a real estate investment trust (a "REIT") under Subchapter M of the Code and has satisfied all requirements to qualify as a REIT for such years. In addition, assuming hypothetically that (i) RCPI's taxable year in which the Merger occurs were to close immediately prior to the Closing, and (ii) all recordkeeping and notice requirements in respect of such year will be complied with, then, without giving effect to the Merger, RCPI will be for such hypothetical short year subject to taxation as a REIT under Subchapter M of the Code and will satisfy all requirements to qualify as a REIT for such year. RCPI is not aware of any fact or circumstance that could reasonably be expected to prevent it from continuing so to qualify until the time immediately prior to the Closing (without giving effect to the Merger). (ii) Except as set forth on in Section 3.1(i)(ii3.1(j) of the RCPI GEXA Disclosure Schedule or as would notSchedule, individually and in the aggregateall Taxes, have a Material Adverse Effect on RCPI: (A) All Taxes including amounts required to be paid on or before the date hereof by or with respect to RCPI Taxes as a result of any tax sharing agreement or similar arrangement (“Tax Sharing Agreement Amounts”), shown as due and its Subsidiaries have been timely paid, and any Taxes required to be paid by or with respect to RCPI owing on all Tax Returns of GEXA and its Subsidiaries (or any of them), have been timely paid or adequate provisions on their books in accordance with GAAP have been made with respect thereto, (ii) after GEXA and its Subsidiaries have made adequate provisions, in accordance with GAAP, on their books for all unpaid Taxes payable by GEXA and its Subsidiaries for which no Tax Return has yet been filed and the charges, accruals and reserves for Taxes with respect to GEXA and its Subsidiaries reflected on the financial statements referred to in Section 3.1(d) above are or will be adequate under GAAP to cover the Tax liabilities accruing through the date hereof and on or before the Effective Time shall be timely paid.thereof, (Biii) All Neither GEXA nor any of its Subsidiaries is liable for any Tax imposed on any entity (other than Taxes imposed on GEXA or its Subsidiaries), including as the result of the application of Treas. Reg. section 1.1502-6 (and any comparable provision of the tax laws of any state, local or foreign jurisdiction), as a transferee, successor or by contract, (iv) Except as provided in Section 3.1(j) of the GEXA Disclosure Schedule, all Tax Returns required to be filed by or with respect to RCPI or GEXA and its Subsidiaries on (or before the date hereof any of them) have been timely filed. All Tax Returns required to be filed by or with respect to RCPI GEXA and its Subsidiaries (or any of its Subsidiaries after the date hereof and on or before the Effective Time shall be them) have been prepared and timely filed filed, in a manner consistent with prior years and applicable Laws. No penalties or other charges in a material amount are or will become due with respect to the late filing of any Tax Return of RCPI GEXA or any of its Subsidiaries or payment of any Tax of RCPI GEXA or any of its Subsidiaries Subsidiaries, required to be filed or paid on or before the Effective Time.paid. All such Tax Returns of GEXA and any of its Subsidiaries are complete and accurate in all material respects, and (Cv) With respect to all Tax Returns filed by or with respect to RCPI GEXA and any of its Subsidiaries, (A) except as set forth in Section 3.1(j) of the GEXA Disclosure Schedule, no audit is in progress and no waiver or agreement for an extension of time has been executed with respect to any date on which any material Tax Return was or is to be filed and filed; (B) except as set forth in Section 3.1(j) of the GEXA Disclosure Schedule, no waiver or agreement has been executed for the extension of time for the assessment or payment of any Tax. ; and (DC) There are except as set forth in Section 3.1(j), there is no liens for Taxes upon the assets of RCPI action, suit, proceeding, audit or claim pending or, to GEXA’s knowledge, threatened against or with respect to GEXA or any of its Subsidiaries except liens for current Taxes not yet delinquentwhere there is a reasonable possibility of an adverse determination. (Evi) RCPI has provided Parent copies Except as set forth in Section 3.1(j) of all revenue agent reports and related schedules related to pending Tax audits of RCPI or any of its Subsidiaries or any predecessor thereof or any of its Subsidiaries. Neither RCPI nor any of its Subsidiaries has received any notice of deficiencythe GEXA Disclosure Schedule, assessment or proposed deficiency or assessment from any federal, state, local or foreign taxing authority, and neither RCPI GEXA nor any of its Subsidiaries has been advised by or is a party to any such authority that any such notice is forthcomingtax sharing agreement or similar arrangement. (Fvii) RCPI Neither GEXA nor any of its Subsidiaries has not filed constituted either a consent “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying or intended to qualify for tax-free treatment under Section 355 of the Code, (A) in the two (2) years prior to the application date of this Agreement or (B) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 341(f355(e) of the Code) in conjunction with the Merger. (viii) None of GEXA and its Subsidiaries will be required to include any adjustment in taxable income under Section 481 of the Code (or any similar provision of state, local or foreign law) as a result of or after consummation of the Merger by result of transactions, events or accounting methods arising or employed prior to the Closing. (ix) Neither GEXA nor any of its Subsidiaries has consummated, has participated in, or is currently participating in any transaction which was or is a “listed transaction” as defined in the U.S. Treasury Regulations promulgated under Section 6011 of the Code. (Gx) Neither RCPI nor any GEXA has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of its Subsidiaries has made or become obligated to make, or will become obligated as a result federal income Tax within the meaning of any event connected with any transaction contemplated herein to make, any "excess parachute payment" as defined in Section 280G 6662 of the Code. (H) Neither RCPI nor any of its Subsidiaries is subject to any joint venture, partnership or other arrangement or contract that is treated as a partnership for Federal income tax purposes.

Taxes and Related Tax Matters. (i) For all taxable years from and after the year in which RCPI was organized through the most recent December 31, RCPI has been subject to taxation as a real estate investment trust (a "REIT") under Subchapter M of the Code and has satisfied all requirements to qualify as a REIT for such years. In addition, assuming hypothetically Other than Taxes that (i) RCPI's taxable year in which the Merger occurs were to close immediately prior to the Closing, and (ii) all recordkeeping and notice requirements in respect of such year will be complied with, then, without giving effect to the Merger, RCPI will be for such hypothetical short year subject to taxation as a REIT under Subchapter M of the Code and will satisfy all requirements to qualify as a REIT for such year. RCPI is not aware of any fact or circumstance that could reasonably be expected to prevent it from continuing so to qualify until the time immediately prior to the Closing (without giving effect to the Merger). (ii) Except as set forth on Section 3.1(i)(ii) of the RCPI Disclosure Schedule or as would not, individually and in the aggregate, have a Material Adverse Effect on RCPI: aggregate are not material (A) All Taxes all federal, state, county, local, foreign and other taxes (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll related and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, penalties with respect thereto and expenses associated with contesting any proposed adjustment related to any of the foregoing (hereinafter "TAXES" or, individually, a "TAX") required to be paid on or before the date hereof of the Original Merger Agreement by or with respect to RCPI the Company and its Subsidiaries (or any of them) have been timely paid, and (B) any Taxes required to be paid by or with respect to RCPI the Company and its Subsidiaries (or any of them) after the date hereof of the Original Merger Agreement and on or before the Effective Time shall be timely paid. (Bii) All material returns and reports required to be filed (hereinafter "TAX RETURNS" or, individually, a "TAX RETURN") by or with respect to the Company and its Subsidiaries (or any of them) with respect to Taxes on or before the date of the Original Merger Agreement have been timely filed. All material Tax Returns required to be filed by or with respect to RCPI or the Company and its Subsidiaries on or before the date hereof have been timely filed. All Tax Returns required to be filed by or with respect to RCPI (or any of its Subsidiaries them) after the date hereof of the Original Merger Agreement and on or before the Effective Time shall be prepared and timely filed filed, in a manner consistent with prior years and applicable Lawslaws and regulations. No penalties or other charges in a material amount are or will become due with respect to the late filing of any Tax Return of RCPI the Company or any of its Subsidiaries or payment of any Tax of RCPI the Company or any of its Subsidiaries Subsidiaries, required to be filed or paid on or before the Effective Time. (Ciii) With respect to all Tax Returns filed by or with respect to RCPI the Company and any of its Subsidiaries, except as set forth in Section 3.1(j) of the Company Disclosure Schedule, (A) the statute of limitations for the assessment of Taxes has expired with respect to all periods ending on or before August 31, 1995; (B) no audit is in progress and no waiver or agreement for an extension of time has been executed with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement has been executed for the extension of time for the assessment or payment of any Tax. ; and (DC) There are there is no liens for Taxes upon unassessed deficiency proposed or threatened against the assets of RCPI Company or any of its Subsidiaries except liens for current Taxes not yet delinquentSubsidiaries. (Eiv) RCPI has provided Parent copies of all revenue agent reports and related schedules related to pending Tax audits of RCPI or Neither the Company, nor any of its Subsidiaries or any predecessor thereof Affiliates (or any of its Subsidiaries. Neither RCPI nor them) has taken, or agreed to take any action, that would prevent the Mergers from qualifying as tax-free events under Section 351 or Section 368 of its Subsidiaries has received any notice the Code. (v) Except as set forth in Section 3.1(j) of deficiencythe Company Disclosure Schedule, assessment or proposed deficiency or assessment from any federal, state, local or foreign taxing authority, and neither RCPI the Company nor any of its Subsidiaries has been advised by or is a party to any such authority that any such notice is forthcomingtax sharing agreement or similar arrangement. (Fvi) RCPI has not filed a consent to the application of Except as set forth in Section 341(f3.1(j) of the Code. (G) Neither RCPI Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has made or become obligated to make, or will become obligated as been part of a result group of any event connected with any transaction contemplated herein to make, any "excess parachute payment" as defined in Section 280G of the Code. (H) Neither RCPI nor any of its Subsidiaries is subject to any joint venture, partnership or other arrangement or contract affiliated corporations that is treated as has filed a partnership for Federal consolidated federal income tax purposesreturn.

Taxes and Related Tax Matters. (i) For all taxable years from Other than Taxes and after the year in which RCPI was organized through the most recent December 31, RCPI has been subject to taxation as a real estate investment trust (a "REIT") under Subchapter M of the Code and has satisfied all requirements to qualify as a REIT for such years. In addition, assuming hypothetically Tax Sharing Agreement Amounts that (i) RCPI's taxable year in which the Merger occurs were to close immediately prior to the Closing, and (ii) all recordkeeping and notice requirements in respect of such year will be complied with, then, without giving effect to the Merger, RCPI will be for such hypothetical short year subject to taxation as a REIT under Subchapter M of the Code and will satisfy all requirements to qualify as a REIT for such year. RCPI is not aware of any fact or circumstance that could reasonably be expected to prevent it from continuing so to qualify until the time immediately prior to the Closing (without giving effect to the Merger). (ii) Except as set forth on Section 3.1(i)(ii) of the RCPI Disclosure Schedule or as would not, individually and in the aggregate, have a Material Adverse Effect on RCPI: (A) All aggregate are not material all Taxes required to be paid on or before the date hereof by or with respect to RCPI and its Subsidiaries have been timely paid, and any Taxes required to be paid by or with respect to RCPI Metromedia and its Subsidiaries (or any of them) after the date hereof and ), including amounts, other than amounts being contested in good faith, required to be paid on or before the Effective Time shall be date hereof with respect to Taxes as a result of any Tax Sharing Agreement of Metromedia and its Subsidiaries (or any of them), have been timely paid, except with respect to Taxes and Tax Sharing Agreement Amounts for which the failure to pay would not have a Material Adverse Effect with respect to Metromedia. (Bii) All material Tax Returns required to be filed by or with respect to RCPI or Metromedia and its Subsidiaries (or any of them) with respect to Taxes on or before the date hereof have been timely filed. All Tax Returns required to be filed by or with respect to RCPI or any of its Subsidiaries after the date hereof and on or before the Effective Time shall be prepared and timely filed in a manner consistent with prior years and applicable Laws. No penalties or other charges in a material amount are or will become due with respect to the late filing of any Tax Return of RCPI Metromedia or any of its Subsidiaries or payment of any Tax of RCPI Metromedia or any of its Subsidiaries Subsidiaries, required to be filed or paid on or before the Effective Timedate hereof. (Ciii) With respect to all Tax Returns filed by or with respect to RCPI Metromedia and any of its Subsidiaries, (A) Section 3.2(j) of the Metromedia Disclosure Schedule sets forth the periods for which the statute of limitations for the assessment of federal Taxes have expired; (B) except as set forth in Section 3.2(j) of the Metromedia Disclosure Schedule, no audit is in progress and no waiver or agreement for an extension of time has been executed with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement has been executed for the extension of time for the assessment or payment of any Tax. ; and (DC) There are except as set forth in Section 3.2(j), there is no liens for Taxes upon the assets of RCPI material unassessed deficiency proposed or any of its Subsidiaries except liens for current Taxes not yet delinquent. (E) RCPI has provided Parent copies of all revenue agent reports and related schedules related to pending Tax audits of RCPI or any of its Subsidiaries or any predecessor thereof threatened against Metromedia or any of its Subsidiaries. Neither RCPI nor any . (iv) Except as set forth in Section 3.2(j) of its Subsidiaries has received any notice of deficiencythe Metromedia Disclosure Schedule, assessment or proposed deficiency or assessment from any federal, state, local or foreign taxing authority, and neither RCPI Metromedia nor any of its Subsidiaries has been advised by or is a party to any such authority that any such notice is forthcomingtax sharing agreement or similar arrangement. (Fv) RCPI has not filed a consent to the application of Section 341(f3.2(j) of the Code. Metromedia Disclosure Schedule identifies (Gi) Neither RCPI nor the common parent of each group of affiliated corporations that filed a consolidated federal income tax return, and the period to which such returns related, that included Metromedia or any of its Significant Subsidiaries since 1989, (ii) all material Tax liabilities, of which Metromedia has made or become obligated to makeknowledge, or will become obligated as a result of any event connected that have been asserted by the IRS with any transaction contemplated herein to make, any "excess parachute payment" as defined in Section 280G of the Code. (H) Neither RCPI nor any of its Subsidiaries is subject respect to any joint venture, partnership or other arrangement or contract such return and all claims with respect to Taxes in a material amount that have been asserted against Metromedia under any tax sharing agreement to which it is treated as a partnership for Federal income tax purposesparty.

Taxes and Related Tax Matters. (i) For all taxable years from and after the year in which RCPI was organized through the most recent December 31, RCPI has been subject to taxation as a real estate investment trust (a "REIT") under Subchapter M of the Code and has satisfied all requirements to qualify as a REIT for such years. In addition, assuming hypothetically that (i) RCPI's taxable year in which the Merger occurs were to close immediately prior to the Closing, and (ii) all recordkeeping and notice requirements in respect of such year will be complied with, then, without giving effect to the Merger, RCPI will be for such hypothetical short year subject to taxation as a REIT under Subchapter M of the Code and will satisfy all requirements to qualify as a REIT for such year. RCPI is not aware of any fact or circumstance that could reasonably be expected to prevent it from continuing so to qualify until the time immediately prior to the Closing (without giving effect to the Merger). (ii) Except as set forth on Section 3.1(i)(ii) of the RCPI Disclosure Schedule or as would notOther than Taxes that, individually and in the aggregate, have a Material Adverse Effect on RCPI: are not material (A) All all Taxes required to be paid on or before the date hereof of the Original Merger Agreement by or with respect to RCPI and its Subsidiaries ISN have been timely paid, and (B) any Taxes required to be paid by or with respect to RCPI and its Subsidiaries (or any of them) ISN after the date hereof of the Original Merger Agreement and on or before the Effective Time shall be timely paid. (Bii) All Tax Returns required to be filed by or with respect to RCPI or its Subsidiaries ISN with respect to Taxes on or before the date hereof of the Original Merger Agreement have been timely filed. All material Tax Returns required to be filed by or with respect to RCPI or any of its Subsidiaries ISN after the date hereof of the Original Merger Agreement and on or before the Effective Time shall be prepared and timely filed filed, in a manner consistent with prior years and applicable Lawslaws and regulations. No penalties or other charges in a material amount are or will become due with respect to the late filing of any Tax Return of RCPI or any of its Subsidiaries ISN or payment of any Tax of RCPI required to be paid by ISN or any of its Subsidiaries required to be filed or paid on or before the Effective Time. (Ciii) With respect to all Tax Returns filed by or with respect to RCPI and any ISN, except as set forth in Section 3.2(j) of its Subsidiariesthe Parent Disclosure Schedule, (A) the statute of limitations for the assessment of Taxes has expired with respect to all periods ending on or before August 31, 1995; (B) no audit is in progress and no waiver or agreement for an extension of time has been executed with respect to any date on which any Tax Return was or is to be filed and no waiver or agreement has been executed for the extension of time for the assessment or payment of any Tax; and (C) there is no unassessed deficiency proposed or threatened against ISN. (Div) There are no liens for Taxes upon the assets of RCPI or any of its Subsidiaries except liens for current Taxes not yet delinquent. (E) RCPI has provided Parent copies of all revenue agent reports and related schedules related to pending Tax audits of RCPI or any of its Subsidiaries or any predecessor thereof or any of its Subsidiaries. Neither RCPI Parent, ISN, nor any of its Subsidiaries their respective Affiliates has received taken, or agreed to take, any notice of deficiency, assessment action that would prevent the Mergers from qualifying as tax-free events under Section 351 or proposed deficiency or assessment from any federal, state, local or foreign taxing authority, and neither RCPI nor any of its Subsidiaries has been advised by any such authority that any such notice is forthcoming. (F) RCPI has not filed a consent to the application of Section 341(f) 368 of the Code. (Gv) Neither RCPI nor any of its Subsidiaries has made or become obligated to make, or will become obligated Except as a result of any event connected with any transaction contemplated herein to make, any "excess parachute payment" as defined set forth in Section 280G 3.2(j) of the CodeParent Disclosure Schedule, neither ISN nor Parent is or has been a party to any tax sharing agreement or similar arrangement. (Hvi) Neither RCPI Except as set forth in Section 3.2(j) of the Parent Disclosure Schedule, neither ISN nor any Parent has been a part of its Subsidiaries is subject to any joint venture, partnership or other arrangement or contract a group of affiliated corporations that is treated as has filed a partnership for Federal consolidated federal income tax purposesreturn.