NAME AS IT APPEARS IN OFFICIAL FILING
IN THE STATE OF ITS INCORPORATION, THE TYPE OF ENTITY OF COMPANY, THE
ORGANIZATIONAL IDENTIFICATION NUMBER ISSUED BY COMPANY'S STATE OF INCORPORATION
OR A STATEMENT THAT NO SUCH NUMBER HAS BEEN ISSUED, COMPANY'S STATE OF
INCORPORATION, AND THE LOCATION OF COMPANY'S CHIEF EXECUTIVE OFFICE, CORPORATE
OFFICES, WAREHOUSES, OTHER LOCATIONS OF COLLATERAL AND LOCATIONS WHERE RECORDS
WITH RESPECT TO COLLATERAL ARE KEPT (INCLUDING IN EACH CASE THE COUNTY OF SUCH
LOCATIONS) AND, EXCEPT AS SET FORTH IN SUCH EXHIBIT 12(D), SUCH LOCATIONS HAVE
NOT CHANGED DURING THE PRECEDING TWELVE MONTHS.
AS OF THE CLOSING DATE, DURING
THE PRIOR FIVE YEARS, EXCEPT AS SET FORTH IN EXHIBIT 12(D), COMPANY HAS NOT BEEN
KNOWN AS OR CONDUCTED BUSINESS IN ANY OTHER NAME (INCLUDING TRADE NAMES).
COMPANY HAS ONLY ONE STATE OF INCORPORATION.
(E)
BASED UPON THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 ("ERISA"),
AND THE REGULATIONS AND PUBLISHED INTERPRETATIONS THEREUNDER: (I) COMPANY HAS
NOT ENGAGED IN ANY PROHIBITED TRANSACTIONS AS DEFINED IN SECTION 406 OF ERISA
AND SECTION 4975 OF THE INTERNAL REVENUE CODE, AS AMENDED; (II) COMPANY HAS MET
ALL APPLICABLE MINIMUM FUNDING
11
requirements under Section 302 of ERISA in respect of its plans; (iii) Company
has no knowledge of any event or occurrence which would cause the Pension
Benefit Guaranty Corporation to institute proceedings under Title IV of ERISA to
terminate any employee benefit plan(s); (iv) Company has no fiduciary
responsibility for investments with respect to any plan existing for the benefit
of persons other than Company's employees; and (v) Company has not withdrawn,
completely or partially, from any multi-employer pension plan so as to incur
liability under the Multiemployer Pension Plan Amendments Act of 1980.
(F)
COMPANY IS SOLVENT, ABLE TO PAY ITS DEBTS AS THEY MATURE, HAS CAPITAL
SUFFICIENT TO CARRY ON ITS BUSINESS AND ALL BUSINESSES IN WHICH COMPANY IS ABOUT
TO ENGAGE AND THE FAIR SALEABLE VALUE OF ITS ASSETS (CALCULATED ON A GOING
CONCERN BASIS) IS IN EXCESS OF THE AMOUNT OF ITS LIABILITIES.
(G)
THERE IS NO PENDING OR THREATENED LITIGATION, COURT ORDER, JUDGMENT, WRIT,
SUIT, ACTION OR PROCEEDING WHICH INVOLVES THE POSSIBILITY OF HAVING A MATERIAL
ADVERSE EFFECT.
(H)
ALL BALANCE SHEETS AND INCOME STATEMENTS WHICH HAVE BEEN DELIVERED TO
LAURUS FAIRLY, ACCURATELY AND PROPERLY STATE COMPANY'S FINANCIAL CONDITION ON A
BASIS CONSISTENT WITH THAT OF PREVIOUS FINANCIAL STATEMENTS AND THERE HAS BEEN
NO MATERIAL ADVERSE CHANGE IN COMPANY'S FINANCIAL CONDITION AS REFLECTED IN SUCH
STATEMENTS SINCE THE BALANCE SHEET DATE OF THE STATEMENTS LAST DELIVERED TO
LAURUS AND SUCH STATEMENTS DO NOT FAIL TO DISCLOSE ANY FACT OR FACTS WHICH MIGHT
HAVE A MATERIAL ADVERSE EFFECT ON COMPANY'S FINANCIAL CONDITION.
(I)
COMPANY POSSESSES ALL OF THE LICENSES AND INTELLECTUAL PROPERTY NECESSARY
TO CONDUCT ITS BUSINESS.
THERE HAS BEEN NO ASSERTION OR CLAIM OF VIOLATION OR
INFRINGEMENT WITH RESPECT TO ANY INTELLECTUAL PROPERTY.
EXHIBIT 12(I) SETS
FORTH ALL INTELLECTUAL PROPERTY OF COMPANY.
(J)
NEITHER THIS AGREEMENT, THE EXHIBITS AND SCHEDULES HERETO, THE ANCILLARY
AGREEMENTS