POST-CLOSING FINANCIAL STATEMENTS.
THE FINANCIAL STATEMENTS
DELIVERED TO THE LENDERS PURSUANT TO SECTION 6.01(A) AND (B), IF ANY, (I) HAVE
BEEN PREPARED IN ACCORDANCE WITH GAAP (EXCEPT AS MAY OTHERWISE BE PERMITTED
UNDER SECTION 6.01(A) AND (B)) AND (II) PRESENT FAIRLY (ON THE BASIS DISCLOSED
IN THE FOOTNOTES TO SUCH FINANCIAL STATEMENTS, IF ANY) IN ALL MATERIAL RESPECTS
THE CONSOLIDATED FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS OF
PARENT HOLDINGS AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE RESPECTIVE DATES
THEREOF AND FOR THE RESPECTIVE PERIODS COVERED THEREBY.
(G)
NO UNDISCLOSED LIABILITIES.
EXCEPT AS FULLY REFLECTED IN THE
FINANCIAL STATEMENTS DESCRIBED IN SUBSECTION (A) AND (B) ABOVE, FOR ITEMS
DISCLOSED ON SCHEDULE 5.05 OR SCHEDULE 7.01 HEREOF AND THE INDEBTEDNESS INCURRED
UNDER THIS AGREEMENT, THERE WERE AS OF THE CLOSING DATE (AND AFTER GIVING EFFECT
TO ANY LOANS MADE AND LETTERS OF CREDIT ISSUED ON SUCH DATE), NO LIABILITIES OR
OBLIGATIONS (EXCLUDING CURRENT OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF
BUSINESS) WITH RESPECT TO ANY GROUP COMPANY OF ANY NATURE WHATSOEVER (WHETHER
ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE AND WHETHER OR NOT DUE AND INCLUDING
OBLIGATIONS OR LIABILITIES FOR TAXES, LONG-TERM LEASES AND UNUSUAL FORWARD OR
OTHER LONG-TERM COMMITMENTS).
SECTION 5.06
LITIGATION.
EXCEPT AS SPECIFICALLY DISCLOSED IN SCHEDULE 5.06,
THERE ARE NO ACTIONS, SUITS, INVESTIGATIONS OR LEGAL, EQUITABLE, ARBITRATION OR
ADMINISTRATIVE PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF ANY LOAN PARTY,
THREATENED AGAINST OR AFFECTING ANY GROUP COMPANY IN WHICH THERE IS A REASONABLE
POSSIBILITY OF AN ADVERSE DECISION THAT, IF ADVERSELY DETERMINED, COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
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SECTION 5.07
NO DEFAULT.
NO GROUP COMPANY IS IN DEFAULT UNDER OR WITH RESPECT
TO ANY CONTRACTUAL OBLIGATION THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
NO DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD
RESULT FROM THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 5.08
OWNERSHIP OF PROPERTY; LIENS.
EACH GROUP COMPANY HAS GOOD AND
MARKETABLE TITLE TO, OR VALID LEASEHOLD INTERESTS IN, ALL ITS MATERIAL
PROPERTIES AND ASSETS, EXCEPT FOR PERMITTED LIENS AND MINOR DEFECTS IN TITLE
THAT DO NOT INTERFERE WITH ITS ABILITY TO CONDUCT ITS BUSINESS AS CURRENTLY
CONDUCTED.
ALL SUCH MATERIAL PROPERTIES AND ASSETS ARE FREE AND CLEAR OF LIENS
OTHER THAN PERMITTED LIENS.
EACH GROUP COMPANY HAS COMPLIED WITH ALL
OBLIGATIONS UNDER ALL LEASES TO WHICH IT IS A PARTY, OTHER THAN THOSE THE
VIOLATION OF WHICH WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT, AND ALL SUCH LEASES ARE IN FULL FORCE AND EFFECT, OTHER THAN
LEASES THAT, INDIVIDUALLY OR IN THE AGGREGATE, ARE NOT MATERIAL TO THE GROUP
COMPANIES, TAKEN AS A WHOLE, AND IN RESPECT OF WHICH THE FAILURE TO BE IN FULL
FORCE AND EFFECT WILL NOT RESULT IN A MATERIAL ADVERSE EFFECT.
EACH GROUP
COMPANY ENJOYS PEACEFUL AND UNDISTURBED POSSESSION UNDER ALL SUCH LEASES WITH
RESPECT TO WHICH IT IS THE LESSEE, OTHER THAN LEASES THAT, INDIVIDUALLY OR IN
THE AGGREGATE, ARE NOT MATERIAL TO