REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NO REPORT,
FINANCIAL STATEMENT, CERTIFICATE OR OTHER INFORMATION FURNISHED (WHETHER IN
WRITING OR ORALLY) BY OR ON BEHALF OF ANY LOAN PARTY TO THE ADMINISTRATIVE AGENT
OR ANY LENDER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND THE
NEGOTIATION OF THIS AGREEMENT OR DELIVERED HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT (IN EACH CASE AS MODIFIED OR SUPPLEMENTED BY OTHER INFORMATION SO
FURNISHED) CONTAINS ANY MATERIAL MISSTATEMENT OF FACT OR OMITS TO STATE ANY
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED THAT, WITH
RESPECT TO PROJECTED FINANCIAL INFORMATION, THE BORROWERS REPRESENT ONLY THAT
SUCH INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO
BE REASONABLE AT THE TIME.
5.16
COMPLIANCE WITH LAWS.
EACH LOAN PARTY AND EACH SUBSIDIARY THEREOF
IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF ALL LAWS,
RULES AND REGULATIONS AND ALL ORDERS, WRITS, INJUNCTIONS AND DECREES APPLICABLE
TO IT OR TO ITS PROPERTIES, EXCEPT IN SUCH INSTANCES IN WHICH (A) SUCH
REQUIREMENT OF LAW OR ORDER, WRIT, INJUNCTION OR DECREE IS BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED OR (B) THE FAILURE TO
COMPLY THEREWITH, EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.17
INTELLECTUAL PROPERTY; LICENSES, ETC.
EACH LOAN PARTY AND EACH OF
ITS SUBSIDIARIES OWNS, OR POSSESSES THE RIGHT TO USE, ALL OF THE TRADEMARKS,
SERVICE MARKS, TRADE NAMES, COPYRIGHTS, PATENTS, PATENT RIGHTS, FRANCHISES,
LICENSES AND OTHER INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY, "IP RIGHTS") THAT
ARE REASONABLY NECESSARY FOR THE OPERATION OF THEIR RESPECTIVE BUSINESSES,
WITHOUT CONFLICT WITH THE RIGHTS OF ANY OTHER PERSON, AND SCHEDULE 5.17 SETS
FORTH A COMPLETE AND ACCURATE LIST OF ALL SUCH IP RIGHTS OWNED, LICENSED TO OR
USED BY EACH LOAN PARTY AND EACH OF ITS SUBSIDIARIES (OTHER THAN "OFF THE SHELF"
SOFTWARE PRODUCTS USED IN THE ORDINARY COURSE OF BUSINESS).
TO THE KNOWLEDGE OF
THE BORROWERS, NO SLOGAN OR OTHER ADVERTISING DEVICE, PRODUCT, PROCESS, METHOD,
SUBSTANCE, PART OR OTHER MATERIAL NOW EMPLOYED, OR NOW CONTEMPLATED TO BE
EMPLOYED, BY ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES INFRINGES UPON ANY RIGHTS
HELD BY ANY OTHER PERSON.
NO CLAIM OR LITIGATION REGARDING ANY OF THE FOREGOING
IS PENDING OR, TO THE KNOWLEDGE OF THE BORROWERS, THREATENED, WHICH, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
5.18
SOLVENCY.
EACH LOAN PARTY IS, INDIVIDUALLY AND TOGETHER WITH ITS
SUBSIDIARIES ON A CONSOLIDATED BASIS, SOLVENT.
56
5.19
CASUALTY, ETC.
NEITHER THE BUSINESSES NOR THE PROPERTIES OF ANY
LOAN PARTY OR ANY OF ITS SUBSIDIARIES ARE AFFECTED BY ANY FIRE, EXPLOSION,
ACCIDENT, STRIKE, LOCKOUT OR OTHER LABOR DISPUTE, DROUGHT, STORM, HAIL,
EARTHQUAKE, EMBARGO, ACT OF GOD OR OF THE PUBLIC ENEMY OR OTHER CASUALTY
(WHETHER OR NOT COVERED BY INSURANCE) THAT, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE