AGGREGATE HAS HAD OR IS REASONABLY EXPECTED TO HAVE A MATERIAL
5
adverse effect on such assets, liabilities, financial condition, prospects or
operations of the Company;
(B)
ANY RESIGNATION OR TERMINATION OF ANY
OFFICER, KEY EMPLOYEE OR GROUP OF EMPLOYEES OF THE COMPANY;
(C)
ANY MATERIAL CHANGE, EXCEPT IN THE ORDINARY
COURSE OF BUSINESS, IN THE CONTINGENT OBLIGATIONS OF THE COMPANY BY WAY OF
GUARANTY, ENDORSEMENT, INDEMNITY, WARRANTY OR OTHERWISE;
(D)
ANY DAMAGE, DESTRUCTION OR LOSS, WHETHER OR
NOT COVERED BY INSURANCE, MATERIALLY AND ADVERSELY AFFECTING THE PROPERTIES,
BUSINESS OR PROSPECTS OR FINANCIAL CONDITION OF THE COMPANY;
(E)
ANY WAIVER BY THE COMPANY OF A VALUABLE
RIGHT OR OF A MATERIAL DEBT OWED TO IT;
(F)
ANY DIRECT OR INDIRECT MATERIAL LOANS
MADE BY THE COMPANY TO ANY STOCKHOLDER, EMPLOYEE, OFFICER OR DIRECTOR OF THE
COMPANY, OTHER THAN ADVANCES MADE IN THE ORDINARY COURSE OF BUSINESS;
(G)
ANY MATERIAL CHANGE IN ANY COMPENSATION
ARRANGEMENT OR AGREEMENT WITH ANY EMPLOYEE, OFFICER, DIRECTOR OR STOCKHOLDER;
(H)
ANY DECLARATION OR PAYMENT OF ANY DIVIDEND
OR OTHER DISTRIBUTION OF THE ASSETS OF THE COMPANY;
(I)
ANY LABOR ORGANIZATION ACTIVITY RELATED
TO THE COMPANY;
(J)
ANY DEBT, OBLIGATION OR LIABILITY
INCURRED, ASSUMED OR GUARANTEED BY THE COMPANY, EXCEPT THOSE FOR IMMATERIAL
AMOUNTS AND FOR CURRENT LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS;
(K)
ANY SALE, ASSIGNMENT OR TRANSFER OF ANY
PATENTS, TRADEMARKS, COPYRIGHTS, TRADE SECRETS OR OTHER INTANGIBLE ASSETS;
(L)
ANY CHANGE IN ANY MATERIAL AGREEMENT TO
WHICH THE COMPANY IS A PARTY OR BY WHICH IT IS BOUND WHICH MAY MATERIALLY AND
ADVERSELY AFFECT THE BUSINESS, ASSETS, LIABILITIES, FINANCIAL CONDITION,
OPERATIONS OR PROSPECTS OF THE COMPANY;
(M)
ANY OTHER EVENT OR CONDITION OF ANY CHARACTER
THAT, EITHER INDIVIDUALLY OR CUMULATIVELY, HAS OR MAY MATERIALLY AND ADVERSELY
AFFECT THE BUSINESS, ASSETS, LIABILITIES, FINANCIAL CONDITION, PROSPECTS OR
OPERATIONS OF THE COMPANY; OR
(N)
ANY ARRANGEMENT OR COMMITMENT BY THE COMPANY
TO DO ANY OF THE ACTS DESCRIBED IN SUBSECTION (A) THROUGH (M) ABOVE.
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2.9
TITLE TO PROPERTIES AND ASSETS; LIENS, ETC.
THE COMPANY HAS GOOD AND MARKETABLE TITLE TO ITS PROPERTIES AND ASSETS, AND GOOD
TITLE TO ITS LEASEHOLD ESTATES, IN EACH CASE SUBJECT TO NO MORTGAGE, PLEDGE,
LIEN, LEASE, ENCUMBRANCE OR CHARGE, OTHER THAN (A) THOSE RESULTING FROM TAXES
WHICH HAVE NOT YET BECOME DELINQUENT, (B) MINOR LIENS AND ENCUMBRANCES WHICH DO
NOT MATERIALLY DETRACT FROM THE VALUE OF THE PROPERTY SUBJECT THERETO OR
MATERIALLY IMPAIR THE OPERATIONS OF THE COMPANY, AND (C) THOSE THAT HAVE
OTHERWISE ARISEN IN THE ORDINARY COURSE OF BUSINESS.
ALL FACILITIES, MACHINERY,
EQUIPMENT, FIXTURES, VEHICLES AND OTHER PROPERTIES OWNED, LEASED OR USED BY THE
COMPANY ARE IN GOOD OPERATING CONDITION AND REPAIR AND ARE REASONABLY FIT AND
USABLE FOR THE PURPOSES FOR WHICH THEY ARE BEING USED.
THE COMPANY IS IN
COMPLIANCE WITH ALL MATERIAL TERMS OF EACH LEASE TO WHICH IT IS A PARTY OR IS
OTHERWISE BOUND.
2.10
INTELLECTUAL PROPERTY.
(A)
THE COMPANY OWNS OR POSSESSES SUFFICIENT
LEGAL RIGHTS TO ALL PATENTS, TRADEMARKS, SERVICE