LOANS OR ADVANCES TO, OR GUARANTEES FOR THE BENEFIT OF,
ANY PERSONS OTHER THAN INTERCOMPANY ADVANCES BETWEEN THE UC PARTIES AND ADVANCES
TO EMPLOYEES FOR EMPLOYMENT RELATED EXPENSES IN THE ORDINARY COURSE;
(N)
CHANGED OR AUTHORIZED ANY CHANGE IN ITS CERTIFICATE OR
ARTICLES OF INCORPORATION, BYLAWS OR OTHER CHARTER, GOVERNING, OR ORGANIZATIONAL
DOCUMENTS;
(O)
SUFFERED ANY DAMAGE, DESTRUCTION, OR CASUALTY LOSS EXCEEDING
FIFTY THOUSAND DOLLARS ($50,000) IN THE AGGREGATE, NOT COVERED BY INSURANCE;
-26-
(P)
ACQUIRED ANY OTHER BUSINESS OR PERSON (OR ANY SIGNIFICANT
PORTION OR DIVISION OF ANY SUCH BUSINESS), WHETHER BY MERGER, CONSOLIDATION, OR
REORGANIZATION OR BY PURCHASE OF ITS ASSETS OR STOCK OR MADE ANY INVESTMENT IN
ANY PERSON OTHER THAN A UC PARTY;
(Q)
INSTITUTED OR SETTLED ANY MATERIAL CLAIM OR LAWSUIT;
(R)
MADE ANY PAYMENTS FOR POLITICAL CONTRIBUTIONS OR MADE ANY
BRIBES, KICKBACK PAYMENTS, OR OTHER ILLEGAL PAYMENTS;
(S)
TAKEN ANY ACTION OUTSIDE OF THE ORDINARY AND USUAL COURSE OF
BUSINESS;
(T)
FAILED TO PAY ALL OF ITS MATERIAL LIABILITIES AS THEY BECAME
DUE;
(U)
LOST THE SERVICES OF ANY EMPLOYEE OR TO THE KNOWLEDGE OF THE
COMPANY, SUSTAINED A TERMINATION OF ITS RELATIONSHIP WITH ANY MAJOR CUSTOMER,
ANY OTHER CUSTOMER AS A RESULT OF A BREACH BY A UC PARTY OF A CONTRACT WITH SUCH
OTHER CUSTOMER, OR WITH ANY MAJOR SUPPLIER; OR
(V)
COMMITTED OR AGREED TO ANY OF THE FOREGOING.
5.9
PERSONAL PROPERTY.
EACH UC PARTY HAS GOOD, VALID, AND
MARKETABLE TITLE TO ALL PERSONAL PROPERTY, TANGIBLE AND INTANGIBLE, REFLECTED ON
THE LATEST BALANCE SHEET AND TO ALL OTHER PERSONAL PROPERTY OWNED BY IT, FREE
AND CLEAR OF ALL LIENS (OTHER THAN THE PERMITTED LIENS).
EXCEPT AS DISCLOSED ON
SCHEDULE 5.9, ALL OF EACH UC PARTY'S EQUIPMENT, FURNITURE, FIXTURES, AND OTHER
TANGIBLE ASSETS ARE IN REASONABLE GOOD OPERATING CONDITION AND REPAIR (EXCEPT
FOR NORMAL WEAR AND TEAR), HAVE BEEN MAINTAINED IN ACCORDANCE WITH NORMAL
INDUSTRY PRACTICES, DO NOT REQUIRE ANY REPAIRS AND ARE SUITABLE FOR THE PURPOSES
FOR WHICH THEY ARE CURRENTLY USED AND CURRENTLY PROPOSED BY THE UC PARTIES TO BE
USED.
EACH UC PARTY OWNS ALL ASSETS NECESSARY FOR THE CONDUCT OF ITS BUSINESS
AS PRESENTLY CONDUCTED OR CURRENTLY USED IN THE CONDUCT OF ITS BUSINESS, EXCEPT
FOR ASSETS LEASED, LICENSED, ASSIGNED OR CONSIGNED FROM THIRD PERSONS.
TO THE
KNOWLEDGE OF THE COMPANY, ALL INVENTORY OF THE COMPANY (INCLUDING RAW MATERIALS
AND WORK IN PROCESS) IS USABLE IN THE ORDINARY COURSE OF BUSINESS AND FREE FROM
DEFECTS, AND ALL FINISHED GOODS ARE SALEABLE IN THE ORDINARY COURSE OF BUSINESS
(NET OF ANY APPLICABLE INVENTORY RESERVES).
5.10
REAL PROPERTY.
THE ATTACHED SCHEDULE 5.10 SETS FORTH THE ADDRESS
OF, AND A LIST OF ALL LEASES, SUBLEASES, LICENSES, OR OTHER AGREEMENTS
("LEASES") FOR THE USE OR OCCUPANCY OF ANY REAL PROPERTY (COLLECTIVELY, THE
"LEASED REAL PROPERTY") IN WHICH ANY UC PARTY HAS A LEASEHOLD, SUBLEASEHOLD, OR
LICENSED INTEREST AS LESSEE IN ANY REAL PROPERTY OR IS OTHERWISE PARTY TO ANY
CONTRACT INVOLVING THE LEASE OF REAL PROPERTY.
THE ATTACHED SCHEDULE 5.10 ALSO