HEREUNDER.
9.1.9
TAXES.
EACH BORROWER AND SUBSIDIARY HAS FILED ALL MATERIAL
FEDERAL, STATE, PROVINCIAL, TERRITORIAL, MUNICIPAL, LOCAL AND FOREIGN TAX
RETURNS AND OTHER REPORTS THAT IT IS REQUIRED BY LAW TO FILE, AND HAS PAID AND
REMITTED, OR MADE PROVISION FOR THE PAYMENT AND REMITTANCE OF, ALL ITS MATERIAL
TAXES THAT ARE DUE AND PAYABLE, EXCEPT TO THE EXTENT BEING PROPERLY CONTESTED;
PROVIDED THAT FOR THE PURPOSES OF THIS SECTION 9.1.9, ANY SUCH TAXES, TAX
RETURNS OR OTHER REPORTS REQUIRED TO BE FILED, PAID OR REMITTED UNDER APPLICABLE
LAW IN CANADA SHALL BE DEEMED MATERIAL.
THE PROVISION FOR TAXES ON THE BOOKS OF
EACH BORROWER AND SUBSIDIARY HAS BEEN ESTABLISHED IN ACCORDANCE WITH GAAP FOR
ALL YEARS NOT CLOSED BY APPLICABLE STATUTES, AND FOR ITS CURRENT FISCAL YEAR.
9.1.10
BROKERS.
THERE ARE NO BROKERAGE COMMISSIONS, FINDER'S FEES OR
INVESTMENT BANKING FEES PAYABLE IN CONNECTION WITH ANY TRANSACTIONS CONTEMPLATED
BY THE LOAN DOCUMENTS.
9.1.11
INTELLECTUAL PROPERTY.
EACH BORROWER AND SUBSIDIARY OWNS OR HAS THE
LAWFUL RIGHT TO USE ALL MATERIAL INTELLECTUAL PROPERTY NECESSARY FOR THE CONDUCT
OF ITS BUSINESS, WITHOUT CONFLICT IN ANY MATERIAL RESPECT WITH ANY INTELLECTUAL
PROPERTY RIGHTS OF OTHERS.
THERE IS NO PENDING OR, TO ANY BORROWER'S KNOWLEDGE,
THREATENED (IN WRITING) INTELLECTUAL PROPERTY CLAIM WITH RESPECT TO ANY
BORROWER, ANY SUBSIDIARY OR ANY OF THEIR PROPERTY (INCLUDING ANY INTELLECTUAL
PROPERTY) WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
EXCEPT AS DISCLOSED ON SCHEDULE 9.1.11 TO THE DISCLOSURE LETTER, NO BORROWER OR
SUBSIDIARY PAYS OR OWES ANY ROYALTY OR OTHER COMPENSATION TO ANY PERSON IN
EXCESS OF $1,500,000 ANNUALLY WITH RESPECT TO ANY LICENSE OF INTELLECTUAL
PROPERTY.
9.1.12
GOVERNMENTAL APPROVALS.
EACH BORROWER AND SUBSIDIARY HAS, IS IN
COMPLIANCE WITH, AND IS IN GOOD STANDING WITH RESPECT TO, ALL MATERIAL
GOVERNMENTAL APPROVALS NECESSARY TO CONDUCT ITS BUSINESS AND TO OWN, LEASE AND
OPERATE ITS PROPERTIES.
ALL NECESSARY IMPORT, EXPORT OR OTHER LICENSES, PERMITS
OR CERTIFICATES FOR THE IMPORT OR HANDLING OF ANY GOODS OR OTHER COLLATERAL HAVE
BEEN PROCURED AND ARE IN EFFECT, AND BORROWERS AND SUBSIDIARIES HAVE COMPLIED
WITH ALL FOREIGN AND DOMESTIC LAWS WITH RESPECT TO THE SHIPMENT AND IMPORTATION
OF ANY GOODS OR COLLATERAL, EXCEPT WHERE NONCOMPLIANCE COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
70
9.1.13
COMPLIANCE WITH LAWS.
EACH BORROWER AND SUBSIDIARY HAS DULY
COMPLIED, AND ITS PROPERTIES AND BUSINESS OPERATIONS ARE IN COMPLIANCE, IN ALL
RESPECTS WITH ALL APPLICABLE LAW, EXCEPT WHERE NONCOMPLIANCE COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THERE HAVE BEEN NO
CITATIONS, NOTICES OR ORDERS OF MATERIAL NONCOMPLIANCE ISSUED TO ANY BORROWER OR
SUBSIDIARY UNDER ANY APPLICABLE LAW.
NO INVENTORY HAS BEEN PRODUCED IN
VIOLATION OF THE FLSA.
9.1.14
COMPLIANCE WITH ENVIRONMENTAL LAWS.
EXCEPT AS DISCLOSED ON
SCHEDULE 9.1.14 TO THE DISCLOSURE LETTER, TO THE BEST OF THEIR KNOWLEDGE NO
BORROWER'S OR SUBSIDIARY'S PAST OR PRESENT OPERATIONS, REAL ESTATE OR OTHER
PROPERTIES ARE SUBJECT TO ANY FEDERAL, STATE, PROVINCIAL, TERRITORIAL, LOCAL OR
FOREIGN INVESTIGATION TO DETERMINE WHETHER ANY MATERIAL REMEDIAL