MAKE A REQUIRED INSTALLMENT OR OTHER REQUIRED PAYMENT UNDER SECTION 412 OF
THE CODE, IN EACH CASE THAT WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT;
(E)
NO TERMINATION EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO
OCCUR;
28
(F)
NO PROCEEDING, CLAIM, LAWSUIT AND/OR INVESTIGATION IS
EXISTING OR, TO THE KNOWLEDGE OF THE COMPANY THREATENED, CONCERNING OR INVOLVING
ANY:
(I) EMPLOYEE BENEFIT PLAN, OR (II) MULTIEMPLOYER PLAN, IN EACH CASE THAT
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(G)
THE COMPANY, EACH SUBSIDIARY AND EACH ERISA AFFILIATE IS IN
COMPLIANCE WITH THE REQUIREMENTS OF THE HEALTH INSURANCE PORTABILITY AND
ACCOUNTABILITY ACT OF 1996, AS AMENDED, AND THE CONSOLIDATED OMNIBUS BUDGET
RECONCILIATION ACT OF 1985, AS AMENDED, EXCEPT WHERE NONCOMPLIANCE WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(H)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES MAINTAINS OR
CONTRIBUTES TO OR OTHERWISE HAS ANY LIABILITY OR OBLIGATION WITH RESPECT TO ANY
WELFARE PLAN WHICH PROVIDES BENEFITS TO RETIRED OR FORMER EMPLOYEES (OTHER THAN
AS REQUIRED BY SECTION 601 OF ERISA OR THE LAWS OF ANY FOREIGN JURISDICTION);
(I)
THE AMOUNT OF UNFUNDED BENEFIT LIABILITIES UNDER ALL PLANS,
WHETHER OR NOT VESTED (BUT EXCLUDING ALL PLANS WITH ASSETS GREATER THAN BENEFIT
LIABILITIES), IS NOT A MATERIAL AMOUNT; AND
(J)
EACH FOREIGN PENSION PLAN HAS BEEN MAINTAINED IN MATERIAL
COMPLIANCE WITH ITS TERMS AND THE REQUIREMENTS OF APPLICABLE LAW, AND THE AMOUNT
OF UNFUNDED BENEFIT LIABILITIES THEREUNDER, IN THE AGGREGATE FOR ALL SUCH PLANS,
IS NOT A MATERIAL AMOUNT.
5.22
PATENTS, TRADEMARKS, ETC.
EXCEPT AS SET FORTH ON
SCHEDULE 5.22, EACH GROUP MEMBER OWNS OR POSSESSES RIGHTS TO USE ALL FRANCHISES,
LICENSES, COPYRIGHTS, COPYRIGHT APPLICATIONS, PATENTS, PATENT RIGHTS OR
LICENSES, PATENT APPLICATIONS, TRADEMARKS, TRADEMARK RIGHTS, TRADE NAMES, TRADE
NAME RIGHTS, COPYRIGHTS AND RIGHTS WITH RESPECT TO THE FOREGOING WHICH ARE
MATERIAL TO THE CONDUCT OF ITS BUSINESSES.
NO EVENT HAS OCCURRED WHICH PERMITS,
OR AFTER NOTICE OR LAPSE OF TIME OR BOTH WOULD PERMIT, THE REVOCATION OR
TERMINATION OF ANY SUCH RIGHTS, EXCEPT IF ANY OF SUCH EVENTS (EITHER SINGLY OR
IN THE AGGREGATE) COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, AND, TO ITS KNOWLEDGE, NO GROUP MEMBER IS LIABLE TO ANY PERSON FOR
INFRINGEMENT UNDER REQUIREMENTS OF LAW WITH RESPECT TO ANY SUCH RIGHTS AS A
RESULT OF ITS BUSINESS OPERATIONS.
5.23
POTENTIAL CONFLICTS OF INTEREST.
EXCEPT AS SET
FORTH ON SCHEDULE 5.23, NO OFFICER, DIRECTOR, STOCKHOLDER OR OTHER HOLDER OF
CAPITAL STOCK OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (OTHER THAN PUBLIC
SHAREHOLDERS UNKNOWN TO THE COMPANY):
(A) OWNS, DIRECTLY OR INDIRECTLY, ANY
INTEREST IN (EXCEPTING LESS THAN 5% STOCK HOLDINGS FOR INVESTMENT PURPOSES IN
SECURITIES OF PUBLICLY HELD AND TRADED COMPANIES), OR IS AN OFFICER, DIRECTOR,
EMPLOYEE OR CONSULTANT OF, ANY PERSON THAT IS, OR IS ENGAGED IN BUSINESS AS, A
COMPETITOR, LESSOR, LESSEE, SUPPLIER, DISTRIBUTOR, SALES AGENT OR CUSTOMER OF,
OR LENDER TO OR BORROWER FROM, ANY GROUP MEMBER; (B) OWNS, DIRECTLY OR