(f)BCI has made available to QR a certified copy of the certificate of limited partnership of the Partnership and the Partnership has not amended such certificate of limited partnership since the date of such certified copy.
(g)None of BCI or the Partnership has received service of process or any other written notice with respect to any Actions pending and, to the Knowledge of BCI, no such Actions have been threatened in writing, involving the Partnership (either as a plaintiff or defendant) or its assets that is not covered by insurance, nor is the Partnership subject to any judgment, order or decree of any Governmental Authority, except as set forth on Schedule 2.1(g).
In this Agreement, “Action” means any written claim, action, cause of action or suit (whether in contract, tort or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, arbitration, investigation, hearing, charge, complaint, demand, notice or proceeding (including condemnation proceedings, eminent domain proceedings or similar actions or proceedings) to, from, by or before any Governmental Authority. In this Agreement, “Governmental Authority” means any United States federal, state or local government, or political subdivision thereof, or any foreign governmental entity entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, including any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body.
(h)(i) All and the only written Contracts to which the Partnership is a party or by which it is bound or subject, are the Contracts set forth on Schedule 2.1(h) (such agreements collectively, the “Partnership Contracts”), in each case, as amended or otherwise modified and in effect, and (ii) true, correct and complete copies of the Partnership Contracts have been delivered to QR.
In this Agreement, “Contract” means, with respect to any person or entity, any contract, agreement, deed, mortgage, lease (including the Leases), license, commitment, promise, undertaking, arrangement, performance bond, warranty obligation or understanding, whether written or oral and whether express or implied, or other document or instrument (including any document or instrument evidencing or otherwise relating to any debt), to which or by which such person or entity is a party or otherwise subject or bound or to which or by which any property, business, operation or right of such person or entity is subject or bound. The term “Contracts” shall include, without limitation, utility contracts, management contracts, construction contracts, maintenance and service contracts, parking contracts, equipment leases and brokerage and leasing agreements, and other agreements related to the construction, ownership, use, operation, occupancy, maintenance or development of any property.
(i)The Partnership does not have nor has it ever had any employees.
(j)All income and other material tax returns required to be filed by or on behalf of the Partnership have been duly filed on a timely basis (taking into account any valid extensions of time to file) such tax returns are true, complete and correct in all material respects, and all taxes shown as due thereon have been timely paid.
(k)The Partnership has not: (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary