(C) CAPITAL AND OPERATING LEASE OBLIGATIONS NOT TO EXCEED
$1,000,000 INCURRED IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH THE
PURCHASE OF EQUIPMENT, TRADE DEBT INCURRED IN THE ORDINARY COURSE OF BUSINESS,
AND (D) INDEBTEDNESS SET FORTH ON SCHEDULE 3.1(Z) HERETO; AND
(XV)
AT LEAST $4 MILLION OF ADDITIONAL EQUITY SHALL HAVE BEEN
CONTRIBUTED TO THE COMPANY ON TERMS SATISFACTORY TO THE PURCHASERS.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
EXCEPT AS SET
FORTH IN THE DISCLOSURE SCHEDULE WHICH SHALL BE DEEMED A PART HEREOF, EACH OF
THE COMPANY AND ITS SUBSIDIARIES HEREBY MAKES THE REPRESENTATIONS AND WARRANTIES
SET FORTH BELOW TO EACH PURCHASER.
ADDITIONALLY, ALL OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE ACQUISITION AGREEMENTS ARE HEREBY INCORPORATED BY
REFERENCE AS IF FULLY SET FORTH HEREIN
(A)
SUBSIDIARIES.
ALL OF THE DIRECT AND INDIRECT SUBSIDIARIES OF THE
COMPANY ARE SET FORTH IN THE DISCLOSURE SCHEDULE.
THE COMPANY OWNS, DIRECTLY OR
INDIRECTLY, ALL OF THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OF EACH
SUBSIDIARY FREE AND CLEAR OF ANY LIENS, AND ALL THE ISSUED AND OUTSTANDING
SHARES OF CAPITAL STOCK OF EACH SUBSIDIARY ARE VALIDLY ISSUED AND ARE FULLY
PAID, NON-ASSESSABLE AND FREE OF PREEMPTIVE AND SIMILAR RIGHTS TO SUBSCRIBE FOR
OR PURCHASE SECURITIES.
(B)
ORGANIZATION AND QUALIFICATION.
EACH OF THE COMPANY AND THE
SUBSIDIARIES IS AN ENTITY DULY INCORPORATED OR OTHERWISE ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
INCORPORATION OR ORGANIZATION (AS APPLICABLE), WITH THE REQUISITE POWER AND
AUTHORITY TO OWN AND USE ITS PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS
AS CURRENTLY CONDUCTED.
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS IN VIOLATION
OR DEFAULT OF ANY OF THE PROVISIONS OF ITS RESPECTIVE CERTIFICATE OR ARTICLES OF
INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR CHARTER DOCUMENTS.
EACH OF THE
COMPANY AND THE SUBSIDIARY IS DULY QUALIFIED TO CONDUCT BUSINESS AND IS IN GOOD
STANDING AS A FOREIGN CORPORATION OR OTHER ENTITY IN EACH JURISDICTION IN WHICH
THE NATURE OF THE BUSINESS CONDUCTED OR PROPERTY OWNED BY IT MAKES SUCH
QUALIFICATION NECESSARY, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD
STANDING, AS THE CASE MAY BE, COULD NOT HAVE OR REASONABLY BE EXPECTED TO RESULT
IN (I) A MATERIAL ADVERSE EFFECT ON THE LEGALITY, VALIDITY OR ENFORCEABILITY OF
ANY TRANSACTION DOCUMENT, (II) A MATERIAL ADVERSE EFFECT ON THE RESULTS OF
OPERATIONS, ASSETS, BUSINESS, PROSPECTS OR FINANCIAL CONDITION OF THE COMPANY
AND THE SUBSIDIARY, TAKEN AS A WHOLE, OR (III) A MATERIAL ADVERSE EFFECT ON THE
COMPANY'S ABILITY TO PERFORM IN ANY MATERIAL RESPECT ON A TIMELY BASIS ITS
OBLIGATIONS UNDER ANY TRANSACTION DOCUMENT (ANY OF (I), (II) OR (III), A
"MATERIAL ADVERSE EFFECT") AND NO PROCEEDING HAS BEEN INSTITUTED IN ANY SUCH
JURISDICTION REVOKING, LIMITING OR CURTAILING OR SEEKING TO REVOKE, LIMIT OR
CURTAIL SUCH POWER AND AUTHORITY OR QUALIFICATION.
(C)
AUTHORIZATION; ENFORCEMENT.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES HAVE THE REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER INTO AND
TO