SHEET INCLUDED IN SUCH FINANCIAL STATEMENTS.
(Y)
SINCE THE RESPECTIVE DATES OF THE FINANCIAL STATEMENTS AND/OR THE
INTERIM FINANCIAL STATEMENTS, THERE HAS NOT BEEN (A) ANY MATERIAL ADVERSE CHANGE
OR (B) ANY DIVIDEND OR DISTRIBUTION OF ANY KIND DECLARED, PAID OR MADE BY THE
COMPANY ON ANY CLASS OF ITS EQUITY INTERESTS.
(Z)
NO LABOR DISPUTE WITH THE EMPLOYEES OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES EXISTS OR, TO THE KNOWLEDGE OF THE COMPANY, IS IMMINENT, EXCEPT
THOSE WHICH WOULD NOT, SINGLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE
EFFECT.
(AA)
NO FILING WITH, OR AUTHORIZATION, APPROVAL, CONSENT, LICENSE,
ORDER, REGISTRATION, QUALIFICATION OR DECREE OF, ANY GOVERNMENTAL ENTITY, OTHER
THAN THOSE THAT HAVE BEEN MADE OR OBTAINED, IS NECESSARY OR REQUIRED FOR THE
PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS UNDER THE OPERATIVE DOCUMENTS, AS
APPLICABLE, OR THE CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS CONTEMPLATED
BY THE OPERATIVE DOCUMENTS.
(BB)
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS GOOD AND MARKETABLE
TITLE TO ALL OF ITS RESPECTIVE REAL AND PERSONAL PROPERTY, IN EACH CASE FREE AND
CLEAR OF ALL LIENS AND DEFECTS, EXCEPT FOR THOSE SECURING DEBT IN THE ORDINARY
COURSE OF ITS BUSINESS AND THAT WOULD NOT, SINGLY OR IN THE AGGREGATE, HAVE A
MATERIAL ADVERSE EFFECT; AND ALL OF THE LEASES AND SUBLEASES UNDER WHICH THE
COMPANY OR ANY OF ITS SUBSIDIARIES HOLDS PROPERTIES ARE IN FULL FORCE AND
EFFECT, EXCEPT WHERE THE FAILURE OF SUCH LEASES AND SUBLEASES TO BE IN FULL
FORCE AND EFFECT WOULD NOT, SINGLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE
EFFECT, AND NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS ANY NOTICE OF
ANY CLAIM OF ANY SORT THAT HAS BEEN ASSERTED BY ANYONE ADVERSE TO THE RIGHTS OF
THE COMPANY OR ANY SIGNIFICANT SUBSIDIARY UNDER ANY SUCH LEASES OR SUBLEASES, OR
AFFECTING OR QUESTIONING THE RIGHTS OF SUCH ENTITY TO THE CONTINUED POSSESSION
OF THE LEASED OR SUBLEASED PREMISES UNDER ANY SUCH LEASE OR SUBLEASE, EXCEPT FOR
SUCH CLAIMS THAT WOULD NOT, SINGLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE
EFFECT.
(CC)
THE COMPANY AND EACH SIGNIFICANT SUBSIDIARY HAS TIMELY AND DULY
FILED (OR FILED EXTENSIONS THEREOF (AND WHICH EXTENSIONS ARE PRESENTLY IN
EFFECT)) ALL TAX RETURNS (AS DEFINED BELOW) REQUIRED TO BE FILED BY THEM, AND
ALL SUCH TAX RETURNS ARE TRUE, CORRECT AND COMPLETE, EXCEPT FOR SUCH FAILURES TO
TIMELY FILE OR INACCURACIES THAT WOULD NOT, SINGULARLY OR IN THE AGGREGATE, HAVE
A MATERIAL ADVERSE EFFECT.
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS
14
TIMELY AND DULY PAID IN FULL ALL TAXES (AS DEFINED BELOW) REQUIRED TO BE PAID BY
THEM (WHETHER OR NOT SUCH AMOUNTS ARE SHOWN AS DUE ON ANY TAX RETURN).
THERE
ARE NO MATERIAL FEDERAL, STATE, OR OTHER TAX AUDITS OR DEFICIENCY ASSESSMENTS
PROPOSED OR PENDING WITH RESPECT TO THE COMPANY OR AND SIGNIFICANT SUBSIDIARY,
AND NO SUCH AUDITS OR ASSESSMENTS ARE THREATENED.
AS USED HEREIN, THE TERMS
"TAX" OR "TAXES" MEAN (I) ALL FEDERAL, STATE, LOCAL,