2004,
THERE SHALL HAVE BEEN NO MATERIAL ADVERSE EFFECT.
6.7
LITIGATION.
NO PENDING LITIGATION SHALL EXIST
AGAINST GENAISSANCE OR ITS SUBSIDIARIES WHICH, IF SUCCESSFUL, WOULD BE
REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT OR IMPAIR THE ABILITY
OF THE CO-BORROWERS TO REPAY THE NOTES.
6.8
CONSENTS.
EACH OF THE CO-BORROWERS SHALL HAVE
OBTAINED ANY AND ALL REQUISITE CONSENTS AND/OR WAIVERS NECESSARY TO CONSUMMATE
THE TRANSACTIONS CONTEMPLATED HEREUNDER AND UNDER THE OTHER TRANSACTION
DOCUMENTS.
6.9
OTHER FEES AND EXPENSES.
EACH OF THE
CO-BORROWERS SHALL HAVE PAID TO THE PURCHASERS ALL OTHER AMOUNTS PAYABLE
HEREUNDER, INCLUDING THE PAYMENT TO LOWENSTEIN SANDLER PC, COUNSEL TO
PURCHASERS, OF $20,000 AS AN ADVANCE ON THE REASONABLE FEES AND EXPENSES
THEREOF.
6.10
INSURANCE.
THE PURCHASERS SHALL HAVE RECEIVED
EVIDENCE REASONABLY SATISFACTORY TO THEM THAT EACH OF THE CO-BORROWERS HAS IN
EFFECT COMMERCIALLY REASONABLE INSURANCE FOR A COMPANY OF ITS SIZE AND IN ITS
INDUSTRY, AND ANY NON-RENEWAL, CANCELLATION OR AMENDMENT RIDERS TO SUCH POLICIES
SHALL PROVIDE FOR TEN (10) DAYS ADVANCE WRITTEN NOTICE TO THE PURCHASERS.
6.11
REPAYMENT OF COMERICA FACILITY AND OTHER BORROWED
MONEY INDEBTEDNESS.
GENAISSANCE SHALL HAVE PROVIDED EVIDENCE REASONABLY
SATISFACTORY TO THE PURCHASERS THAT (I) THE COMERICA FACILITY SHALL BE REPAID IN
FULL AT CLOSING WITH THE PROCEEDS OF THE NOTES AND (II) ALL OF GENAISSANCE'S
OTHER INDEBTEDNESS (OTHER THAN PERMITTED INDEBTEDNESS, INCLUDING, WITHOUT
LIMITATION, THE CII FINANCING AND OBLIGATIONS RELATING TO UP TO THE PRINCIPAL
AMOUNT OF $400,000 IN PURCHASE MONEY SECURITY INTERESTS AND CAPITAL LEASE
OBLIGATIONS) SHALL HAVE BEEN REPAID IN FULL AND ALL LIENS SECURING SUCH
INDEBTEDNESS SHALL HAVE BEEN TERMINATED.
6.12
PAYOFF LETTER.
GENAISSANCE SHALL HAVE COMPLIED WITH
THE TERMS OF A PAYOFF LETTER EXECUTED BY GENAISSANCE AND COMERICA BANK, SUCH
TERMS TO BE REASONABLY SATISFACTORY TO THE PURCHASERS.
6.13
SECURITY INTERESTS.
ALL ACTION NECESSARY OR
DETERMINED BY THE PURCHASERS TO BE NECESSARY TO CREATE AND PERFECT THE SECURITY
INTERESTS PURPORTED TO BE CREATED BY THE SECURITY DOCUMENTS SHALL HAVE BEEN
TAKEN OR COMPLETED, INCLUDING THE FILING OF UCC FINANCING STATEMENTS, DELIVERY
OF INSTRUMENTS OR SECURITIES AND DELIVERY OF "CONTROL" AGREEMENTS NECESSARY TO
ESTABLISH CONTROL OF DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS AS CONTEMPLATED BY
ARTICLES 8 AND 9 OF THE UCC.
6.14
SECRETARY'S CERTIFICATE.
THE PURCHASERS SHALL HAVE
RECEIVED A CERTIFICATE, DATED THE CLOSING DATE, SIGNED BY THE SECRETARY OR
ASSISTANT SECRETARY, AS THE CASE MAY BE, OF GENAISSANCE AND EACH SUBSIDIARY
CERTIFYING THAT (I) ITS CERTIFICATE OF INCORPORATION ANNEXED THERETO IS IN FULL
FORCE AND EFFECT WITHOUT ANY AMENDMENT, (II) THE BY-LAWS ANNEXED THERETO ARE
CORRECT AND COMPLETE AS IN EFFECT ON THE DATE THEREOF; AND (III) THE RESOLUTIONS
ANNEXED THERETO
37
APPROVING THE TRANSACTIONS CONTEMPLATED HEREIN HAVE BEEN DULY APPROVED BY THE
BOARD OF DIRECTORS OF SUCH PERSONS AND REMAIN IN FULL FORCE AND EFFECT.
6.15
OTHER TRANSACTION DOCUMENTS.
IN ADDITION TO THE
DELIVERY OF THE NOTES AND THE WARRANTS AS CONTEMPLATED BY SECTION 2.4,
GENAISSANCE SHALL HAVE EXECUTED AND DELIVERED, OR CAUSED ITS SUBSIDIARIES TO
HAVE EXECUTED AND DELIVERED, TO THE PURCHASERS THE