TO ITS BUSINESS, FREE
AND CLEAR OF ALL LIENS EXCEPT FOR PERMITTED LIENS AND MINOR IRREGULARITIES OR
DEFICIENCIES IN TITLE THAT, INDIVIDUALLY OR IN THE AGGREGATE, DO NOT INTERFERE
WITH ITS ABILITY TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED OR TO UTILIZE
SUCH PROPERTY FOR ITS INTENDED PURPOSE.
THE PROPERTY OF THE COMPANIES, TAKEN AS
A WHOLE, (I) IS IN GOOD OPERATING ORDER, CONDITION AND REPAIR (ORDINARY WEAR AND
TEAR EXCEPTED) AND (II) CONSTITUTES ALL THE PROPERTY WHICH IS REQUIRED FOR THE
BUSINESS AND OPERATIONS OF THE COMPANIES AS PRESENTLY CONDUCTED.
(B)
NO CASUALTY EVENT.
NO COMPANY HAS RECEIVED
ANY NOTICE OF, NOR HAS ANY KNOWLEDGE OF, THE OCCURRENCE OR PENDENCY OR
CONTEMPLATION OF ANY CASUALTY EVENT AFFECTING ALL OR ANY PORTION OF ITS
PROPERTY.
(C)
PROPERTY.
EACH COMPANY OWNS OR HAS RIGHTS
TO USE ALL OF THE PROPERTY USED IN, NECESSARY FOR OR MATERIAL TO EACH COMPANY'S
BUSINESS AS CURRENTLY CONDUCTED.
THE USE BY EACH COMPANY OF SUCH PROPERTY AND
ALL SUCH RIGHTS WITH RESPECT TO THE FOREGOING DO NOT INFRINGE ON THE RIGHTS OF
ANY PERSON OTHER THAN SUCH INFRINGEMENT WHICH COULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NO
CLAIM HAS BEEN MADE AND REMAINS OUTSTANDING THAT ANY
26
COMPANY'S USE OF ANY PROPERTY DOES OR MAY VIOLATE THE RIGHTS OF ANY THIRD PARTY
THAT COULD, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
SECTION 3.06
[Reserved].
SECTION 3.07
Equity Interests and Subsidiaries.
(A)
EQUITY INTERESTS.
SCHEDULE 3.07 HERETO
SETS FORTH A LIST OF ALL THE SUBSIDIARIES OF HOLDINGS AND THEIR JURISDICTIONS OF
ORGANIZATION AS OF THE CLOSING DATE.
ALL EQUITY INTERESTS OF EACH COMPANY ARE
DULY AND VALIDLY ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE, AND ARE OWNED BY
HOLDINGS, DIRECTLY OR INDIRECTLY THROUGH WHOLLY OWNED SUBSIDIARIES.
EACH
COMPANY IS THE RECORD AND BENEFICIAL OWNER OF, AND HAS GOOD AND MARKETABLE TITLE
TO, THE EQUITY INTERESTS THAT IT OWNS, FREE OF ANY AND ALL LIENS, RIGHTS OR
CLAIMS OF OTHER PERSONS, AND THERE ARE NO OUTSTANDING WARRANTS, OPTIONS OR OTHER
RIGHTS TO PURCHASE, OR SHAREHOLDER, VOTING TRUST OR SIMILAR AGREEMENTS
OUTSTANDING WITH RESPECT TO, OR PROPERTY THAT IS CONVERTIBLE INTO, OR THAT
REQUIRES THE ISSUANCE OR SALE OF, ANY SUCH EQUITY INTERESTS.
SECTION 3.08
Litigation; Compliance with Laws.
Except as otherwise
publicly disclosed in Holdings' filings with the Securities and Exchange
Commission, there are no actions, suits or proceedings at law or in equity by or
before any Governmental Authority now pending or, to the knowledge of any
Company, threatened against or affecting any Company or any business, property
or rights of any Company (i) that involve any Transaction Document or any of the
Transactions or (ii) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect.
No
Company or any of its property is in