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FUTURE OBLIGATIONS OR LIABILITIES OF THE MINORITY SUBSIDIARIES, EXCEPT PURSUANT
TO APPLICABLE LEGAL REQUIREMENTS.
(B)
THE AUTHORIZED CAPITAL STOCK OF TRACE TEXAS
CONSISTS OF 100,000 SHARES OF COMMON STOCK, $1.00 PAR VALUE PER SHARE (THE
"TEXAS COMMON STOCK"), OF WHICH 1,000 SHARES ARE ISSUED AND OUTSTANDING, AND,
EXCEPT AS SET FORTH ON SCHEDULE 4.22(B), NO SHARES ARE RESERVED FOR ISSUANCE
PURSUANT TO TRACE TEXAS' STOCK OPTION AND PURCHASE PLANS AND NO SHARES ARE
RESERVED FOR ISSUANCE PURSUANT TO SECURITIES EXERCISABLE OR EXCHANGEABLE FOR, OR
CONVERTIBLE INTO, SHARES OF TEXAS COMMON STOCK.
THE OUTSTANDING SHARES OF TEXAS
COMMON STOCK HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED AND ARE FULLY PAID AND
NONASSESSABLE, ARE OWNED BENEFICIALLY AND OF RECORD BY THE SHAREHOLDERS SET
FORTH ON SCHEDULE 4.22(B) AND IN SUCH AMOUNTS AS SET FORTH ON SCHEDULE 4.22(B).
THE OUTSTANDING SECURITIES OF TRACE TEXAS HAVE BEEN OFFERED, ISSUED, SOLD AND
DELIVERED BY TRACE TEXAS IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES OR "BLUE
SKY" LAWS.
EXCEPT AS SET FORTH ON SCHEDULE 4.22(B), THERE ARE NO OUTSTANDING
RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS, PREEMPTIVE RIGHTS OR OTHER RIGHTS
TO ACQUIRE SECURITIES OF TRACE TEXAS.
THERE ARE NO OUTSTANDING OBLIGATIONS OF
TRACE TEXAS TO REPURCHASE, REDEEM OR OTHERWISE ACQUIRE ANY CAPITAL STOCK OF
TRACE TEXAS.
EXCEPT AS SET FORTH ON SCHEDULE 4.22(B), THERE ARE NO AGREEMENTS
OR RESTRICTIONS (SUCH AS A RIGHT OF FIRST REFUSAL, CO-SALE, RIGHT OF FIRST
OFFER, PROXY, VOTING TRUST OR VOTING AGREEMENTS) WITH RESPECT TO THE SALE OR
VOTING OF ANY SHARES OF THE CAPITAL STOCK OF TRACE TEXAS.
TRACE TEXAS DOES NOT
OWN OR CONTROL, DIRECTLY OR INDIRECTLY, ANY INTEREST OR INVESTMENT IN ANY
CORPORATION, PARTNERSHIP, ASSOCIATION OR OTHER FORM OF BUSINESS ENTITY.
SECTION 4.23
BROKERS AND FINDERS.
Except for Goldsmith-Agio-Helms, whose fees and expenses shall be paid by Trace
at Closing, neither the Corporations nor any of the Corporations' officers,
directors or employees has employed any broker or finder or incurred any
liability for any brokerage fees, commissions or finders fees in connection with
the Transactions contemplated by this Agreement, and the Buyer shall not have
any liability for any such fees or commissions.
SECTION 4.24
[NOT USED].
SECTION 4.25
BOOKS AND RECORDS.
The books of account and other financial records of the Corporations in the
possession of the Corporations, all of which have been made available to the
Buyer, are complete and correct in all material respects in respect of the
matters described therein, to the Sellers' Knowledge, represent actual, bona
fide transactions and have been maintained in accordance with applicable Legal
Requirements, including, since December 31, 2002, the maintenance of an adequate
system of internal controls.
SECTION 4.26
CONDITION OF FACILITIES.
(A)
USE OF THE REAL PROPERTY FOR THE VARIOUS
PURPOSES FOR WHICH IT IS PRESENTLY BEING USED IS PERMITTED AS OF RIGHT UNDER ALL
APPLICABLE ZONING LEGAL REQUIREMENTS AND IS NOT SUBJECT TO "PERMITTED
NONCONFORMING" USE OR STRUCTURE CLASSIFICATIONS.
ALL IMPROVEMENTS TO REAL
PROPERTY
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