FairPoint Communications 2005 Annual Report Download - page 165

(c) Neither SICC nor any Subsidiary is in material violation of any zoning, land-use, building or safety law, ordinance, regulation or
requirement or other law or regulation applicable to the operation of its owned or leased properties, nor have any of them received any notice of violation with
which it has not complied, in any case in which the consequences of such violation if asserted by the applicable regulatory authority would be materially
adverse. All real property occupied pursuant to leases, and substantially all tangible personal property owned or leased by SICC and the Subsidiaries required
for the purpose of carrying on its business and operations, is in good operating condition and repair, reasonable wear and tear excepted, and no material
portion of any such real or personal property has suffered any damage by fire or other casualty which has not heretofore been repaired and restored to the extent
necessary or useful in the continued operation of its business.
2.14 Condition of Assets. All assets used by SICC and the Subsidiaries are in good operating condition and repair, normal wear and tear
excepted, and are suitable for the purposes for which they are currently utilized.
2.15 Tax Matters.
(a) Each of SICC and its Subsidiaries has timely filed all Tax reports and returns that it was required to file. All such reports and returns are
correct and complete in all material respects. All Taxes owed by SICC and its Subsidiaries, whether or not shown on any Tax return, have been paid and there
is an adequate accrual on SICC’s financial statements for all Taxes not yet due. Neither SICC nor any Subsidiary currently is the beneficiary of any extension
of time within which to file any report or return. In the last six (6) years no claim has been made by a Taxing Authority in a jurisdiction where SICC or any
Subsidiary does not file reports and returns that it is or may be subject to taxation by that jurisdiction. Other than Liens for real estate taxes that are not
delinquent, there are no Liens for Taxes on any of the assets of SICC or any Subsidiary. Notwithstanding anything in this paragraph to the contrary, the
parties acknowledge that SICC and its Subsidiaries intend to file their federal consolidated income Tax return for 2005 under an extension of time if granted by
the IRS.
(b) Each of SICC and its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts
paid or owing to any employee, creditor, independent contractor, stockholder or other third party.
(c) Neither SICC, any Subsidiary, any Shareholder, nor any officer or employee of SICC or any Subsidiary responsible for Tax matters has
Knowledge or has any reasonable basis to believe that any Taxing Authority will assess any additional Taxes for any period for which returns have been filed.
There is no dispute or claim concerning any Tax liability of SICC or any Subsidiary either (i) claimed or raised by any Taxing Authority in writing, or (ii) as
to which any of the directors and officers (and employees responsible for Tax matters) of SICC or any Subsidiary has Knowledge based upon personal
contact with any agent of such Taxing Authority. Neither SICC, any Subsidiary, any Shareholder nor any officer or employee responsible for Tax matters has
received a request from any Taxing Authority for information related to Tax matters. Schedule 2.15(c) lists all tax returns filed with respect to SICC and its
Subsidiaries for taxable periods ended on or after December 31, 2000 that have been audited or
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