AND SIMILAR CHARGES.
(C)
EXHIBIT 5(J)(III)(C) SETS FORTH A LIST OF ALL
HEDGING TRANSACTIONS TO WHICH SUCH PARTY IS A PARTY AS OF THE DATE OF THIS
AGREEMENT, INCLUDING, AS TO EACH HEDGING TRANSACTION (TO THE EXTENT APPLICABLE),
(I) THE COUNTERPARTY OR COUNTERPARTIES, (II) THE NATURE OF SAID HEDGING
TRANSACTION, (III) THE TERM OF SUCH HEDGING TRANSACTION AND (IV) THE AMOUNT
PAYABLE BY, OR PAYABLE TO, SUCH PARTY IF SUCH HEDGING TRANSACTION WERE
LIQUIDATED AS OF THE DATE OF THIS AGREEMENT.
(IV)
SUBSIDIARIES AND BENEFICIAL INTEREST.
EXCEPT
AS SET FORTH ON EXHIBIT 5(J)(IV), SUCH PARTY DOES NOT, DIRECTLY OR INDIRECTLY,
BENEFICIALLY OWN THE WHOLE OR ANY PART OF THE ISSUED SHARE CAPITAL OR OTHER
OWNERSHIP INTEREST OF ANY OTHER PERSON.
(V)
GOVERNMENTAL APPROVALS.
(A)
ALL GOVERNMENTAL APPROVALS NECESSARY OR
ADVISABLE
FOR THE DUE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND
THE OTHER SPECIFIED AGREEMENTS BY SUCH PARTY HAVE BEEN OBTAINED FROM OR, AS THE
CASE MAY BE, FILED WITH THE RELEVANT GOVERNMENTAL AUTHORITIES HAVING
JURISDICTION OVER SUCH PARTY AND REMAIN IN FULL FORCE AND EFFECT, AND ARE LISTED
IN EXHIBIT 5(J)(V)(A), AND ALL CONDITIONS THEREOF HAVE BEEN DULY COMPLIED WITH
AND NO OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL
AUTHORITY HAVING JURISDICTION IS REQUIRED FOR SUCH EXECUTION, DELIVERY OR
PERFORMANCE OF THIS AGREEMENT OR THE OTHER SPECIFIED AGREEMENTS BY SUCH PARTY.
(B)
ALL GOVERNMENTAL APPROVALS NECESSARY OR
ADVISABLE FOR THE CONDUCT OF EACH SUCH PARTY'S BUSINESSES AS OF THE DATE OF THIS
AGREEMENT AND AS CONTEMPLATED HEREIN HAVE BEEN DULY OBTAINED, ARE SET FORTH IN
EXHIBIT 5(J)(V)(B), ARE IN FULL FORCE AND EFFECT, NOT SUBJECT TO APPEAL, ARE
HELD IN THE NAME OF SUCH PARTY, AS THE CASE MAY BE, AND ARE FREE FROM CONDITIONS
OR REQUIREMENTS WHICH IF NOT COMPLIED WITH COULD REASONABLY BE EXPECTED TO
17
HAVE A MATERIAL ADVERSE EFFECT, OR CONDITIONS OR REQUIREMENTS WHICH SUCH PARTY
DOES NOT EXPECT TO BE ABLE TO SATISFY ON OR PRIOR TO THE DATE REQUIRED.
(C)
SUCH PARTY HAS NO REASON TO BELIEVE THAT ANY
GOVERNMENTAL APPROVALS WHICH HAVE NOT BEEN OBTAINED BY OR ON BEHALF OF SUCH
PARTY, AS THE CASE MAY BE, BUT WHICH WILL BE REQUIRED TO BE OBTAINED BY IT IN
THE FUTURE, WILL NOT BE OBTAINED IN DUE COURSE ON OR PRIOR TO THE DATE REQUIRED
AND WILL NOT CONTAIN ANY CONDITION OR REQUIREMENTS, THE COMPLIANCE WITH WHICH
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(D)
PARTY B AND THE SPECIFIED ENTITIES OF PARTY B
ARE NOT IN VIOLATION OF ANY GOVERNMENTAL APPROVAL APPLICABLE TO ANY SUCH PERSON,
THE VIOLATION OF WHICH COULD REASONABLY BE EXPECTED TO RESULT IN EITHER A
MATERIAL ADVERSE EFFECT, A CEASE AND DESIST ORDER OR AN AGGREGATE MONETARY FINE
APPLICABLE TO PARTY B AND THE SPECIFIED ENTITIES OF PARTY B IN EXCESS OF
$1,000,000.
(VI)
FINANCIAL CONDITION AND NO MATERIAL ADVERSE
CHANGE.
(A)
PARTY B HAS HERETOFORE FURNISHED TO PARTY A THE
CONSOLIDATED BALANCE SHEET AND STATEMENTS OF INCOME,