ON GOOD FAITH
ESTIMATES AND ASSUMPTIONS BELIEVED BY THE COMPANY TO BE REASONABLE AS OF THE
DATE OF THE APPLICABLE PROJECTIONS OR ASSUMPTIONS AND THAT ACTUAL RESULTS DURING
THE PERIOD OR PERIODS COVERED BY ANY SUCH PROJECTIONS AND FORECASTS MAY DIFFER
FROM PROJECTED OR FORECASTED RESULTS).
9.19
INTELLECTUAL PROPERTY.
EACH LOAN PARTY OWNS AND POSSESSES OR HAS
A LICENSE OR OTHER RIGHT TO USE ALL PATENTS, PATENT RIGHTS, TRADEMARKS,
TRADEMARK RIGHTS, TRADE NAMES, TRADE NAME RIGHTS, SERVICE MARKS, SERVICE MARK
RIGHTS AND COPYRIGHTS AS ARE NECESSARY FOR THE CONDUCT OF THE BUSINESSES OF THE
LOAN PARTIES, WITHOUT ANY INFRINGEMENT UPON RIGHTS OF OTHERS WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
9.20
BURDENSOME OBLIGATIONS.
NO LOAN PARTY IS A PARTY TO ANY AGREEMENT
OR CONTRACT OR SUBJECT TO ANY RESTRICTION CONTAINED IN ITS ORGANIZATIONAL
DOCUMENTS WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
9.21
LABOR MATTERS.
EXCEPT AS SET FORTH ON SCHEDULE 9.21, NO LOAN
PARTY IS SUBJECT TO ANY LABOR OR
COLLECTIVE BARGAINING AGREEMENT. THERE ARE NO
EXISTING OR THREATENED STRIKES, LOCKOUTS OR OTHER LABOR DISPUTES INVOLVING ANY
LOAN PARTY THAT SINGLY OR IN THE AGGREGATE COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT. HOURS WORKED BY AND PAYMENT MADE TO EMPLOYEES OF THE
LOAN PARTIES ARE NOT IN VIOLATION OF THE FAIR LABOR STANDARDS ACT OR ANY OTHER
APPLICABLE LAW, RULE OR REGULATION DEALING WITH SUCH MATTERS.
9.22
NO DEFAULT.
NO EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT
EXISTS OR WOULD RESULT FROM THE INCURRENCE BY ANY LOAN PARTY OF ANY DEBT
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
9.23
COMPLIANCE WITH HEALTH CARE LAWS.
EACH LOAN PARTY SHALL CONDUCT
ITS BUSINESS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL HEALTH CARE LAWS
APPLICABLE TO SUCH LOAN PARTY'S BUSINESS. EACH LOAN PARTY SHALL ACT PROMPTLY AND
APPROPRIATELY TO RESPOND TO AND REMEDIATE ANY
37
violation of any Health Care Law of which it has knowledge. Each Loan Party
shall promptly report to the Administrative Agent, any such violation and any
such response and remediation.
9.24
RESERVED.
SECTION 10
AFFIRMATIVE COVENANTS.
Until the expiration or termination of the Commitments and thereafter until all
Obligations hereunder and under the other Loan Documents are paid in full and
all Letters of Credit have been terminated, the Company agrees that, unless at
any time the Required Lenders shall otherwise expressly consent in writing, it
will:
10.1
REPORTS, CERTIFICATES AND OTHER INFORMATION.
FURNISH TO THE
ADMINISTRATIVE AGENT AND EACH LENDER:
10.1.1
ANNUAL REPORT.
(A)
PROMPTLY WHEN AVAILABLE AND IN ANY EVENT
WITHIN 90 DAYS AFTER THE CLOSE OF EACH FISCAL YEAR, A COPY OF THE COMPANY'S
FORM 10-K, WHICH INCLUDES THE ANNUAL AUDIT REPORT OF THE LOAN PARTIES FOR SUCH
FISCAL YEAR, INCLUDING THEREIN CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF
EARNINGS AND CASH FLOWS OF THE LOAN PARTIES AS AT THE END OF SUCH FISCAL YEAR,
CERTIFIED WITHOUT ADVERSE REFERENCE TO GOING CONCERN VALUE AND WITHOUT
QUALIFICATION BY INDEPENDENT AUDITORS OF RECOGNIZED STANDING