BASIS FOR ANY SUCH ACTION, PROCEEDING OR INVESTIGATION.
5.29
SOLVENCY.
AS OF THE CLOSING DATE AND AFTER GIVING
EFFECT TO THE TRANSACTIONS CONTEMPLATED TO OCCUR UNDER THE INVESTMENT DOCUMENTS
ON OR BEFORE THE CLOSING, EACH GROUP MEMBER WILL BE SOLVENT.
5.30
OTHER DOCUMENTS.
THE COMPANY HAS DELIVERED OR MADE
AVAILABLE TO THE PURCHASER, OR THE SEC REPORTS CONTAIN, TRUE, COMPLETE AND
CORRECT COPIES OF ALL MATERIAL AGREEMENTS, SCHEDULES, EXHIBITS, CERTIFICATES,
FINANCIAL INFORMATION, FILINGS AND OTHER DOCUMENTS RELATING TO THE COMPANY AND
THE OTHER GROUP MEMBERS, AND ALL AMENDMENTS AND MODIFICATIONS THERETO.
SUCH
DOCUMENTS COMPRISE A FULL AND COMPLETE COPY OF ALL MATERIAL AGREEMENTS AND
UNDERSTANDINGS BETWEEN THE PARTIES THERETO WITH RESPECT TO THE SUBJECT MATTER
THEREOF AND ALL TRANSACTIONS RELATED THERETO, AND THERE ARE NO MATERIAL
AGREEMENTS OR UNDERSTANDINGS, ORAL OR WRITTEN, OR SIDE AGREEMENTS NOT CONTAINED
THEREIN THAT RELATE TO OR MODIFY THE SUBSTANCE THEREOF IN ANY MATERIAL RESPECT.
EACH OF SUCH DOCUMENTS TO WHICH EITHER THE COMPANY OR ANY OTHER GROUP MEMBER IS
A PARTY HAS BEEN DULY AUTHORIZED BY ALL NECESSARY ORGANIZATIONAL ACTION ON THE
PART OF THE COMPANY OR OTHER GROUP MEMBER PARTY THERETO, WAS VALIDLY EXECUTED OR
ASSUMED AND DELIVERED BY SUCH PERSON, AND IS THE LEGAL, VALID AND BINDING
OBLIGATION OF SUCH PERSON AND SUCH PERSON'S SUCCESSORS, ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.
EACH OF SUCH DOCUMENTS IS IN FULL FORCE AND EFFECT,
AND NONE OF THEIR PROVISIONS HAVE BEEN WAIVED BY ANY PARTY THERETO.
5.31
PAYMENTS.
EXCEPT AS SET FORTH ON SCHEDULE 5.31,
NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY OF THIS
AGREEMENT, NOR THE EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY OR ANY
OTHER GROUP MEMBER OF ANY OF THE OTHER INVESTMENT DOCUMENTS OR THE RELEASE
DOCUMENTS, NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, INCLUDING THE TRANSACTION, DOES OR SHALL REQUIRE ANY PAYMENT BY ANY
GROUP MEMBER, IN CASH OR KIND, UNDER ANY OTHER AGREEMENT, PLAN, POLICY,
COMMITMENT OR OTHER
31
ARRANGEMENT.
THERE ARE NO AGREEMENTS, PLANS, POLICIES, COMMITMENTS OR OTHER
ARRANGEMENTS WITH RESPECT TO ANY COMPENSATION, BENEFITS OR CONSIDERATION WHICH
WILL BE MATERIALLY INCREASED, OR THE VESTING OF BENEFITS OF WHICH WILL BE
MATERIALLY ACCELERATED, AS A RESULT OF THIS AGREEMENT, THE OTHER INVESTMENT
DOCUMENTS OR THE RELEASE DOCUMENTS OR THE OCCURRENCE OF ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, INCLUDING THE TRANSACTION.
THERE ARE NO
PAYMENTS OR OTHER BENEFITS PAYABLE BY ANY GROUP MEMBER, THE VALUE OF WHICH WILL
BE CALCULATED ON THE BASIS OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR THE OTHER INVESTMENT DOCUMENTS OR THE TRANSACTION.
5.32
COMPANY FUNDS ON THE CLOSING DATE; NO RESTRICTIONS
ON SUBSIDIARY DISTRIBUTIONS TO THE COMPANY ON THE RELEASE DATES.
ON THE CLOSING
DATE, THE COMPANY HAS CASH AND CASH EQUIVALENTS ON HAND EQUAL TO AT LEAST
$2,250,000.
ON THE RELEASE DATES, NO CONSENSUAL ENCUMBRANCE OR RESTRICTION OF
THE TYPE REFERRED TO IN SECTION 9.18 WILL EXIST AND WILL NOT HAVE BEEN WAIVED,
THAT WOULD RESTRICT THE PAYMENT OF DIVIDENDS BY ANY GROUP