PROCEEDINGS AND FOR WHICH SUCH COMPANY HAS SET ASIDE ON ITS BOOKS ADEQUATE
RESERVES IN ACCORDANCE WITH GAAP AND (II) THE NONPAYMENT OF WHICH COULD NOT, IN
THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT. EACH COMPANY HAS MADE ADEQUATE
PROVISION IN ACCORDANCE WITH GAAP FOR ALL TAXES NOT YET DUE AND PAYABLE. EACH
COMPANY IS UNAWARE OF
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any proposed or pending tax assessments, deficiencies or audits that could be
reasonably expected to, in the aggregate, result in a Material Adverse Effect.
No Loan Party has ever "participated" in an undisclosed "reportable transaction"
within the meaning of Treasury Regulation Section 1.6011-4, except as could not
be reasonably expected to, individually or in the aggregate, result in a
Material Adverse Effect.
SECTION 3.14
NO MATERIAL MISSTATEMENTS. NO INFORMATION, REPORT,
FINANCIAL STATEMENT, CERTIFICATE, BORROWING REQUEST, LC REQUEST, EXHIBIT OR
SCHEDULE FURNISHED BY ANY COMPANY TO THE ADMINISTRATIVE AGENT OR ANY LENDER IN
CONNECTION WITH THE NEGOTIATION OF ANY LOAN DOCUMENT OR INCLUDED THEREIN OR
DELIVERED PURSUANT THERETO, TAKEN AS A WHOLE, OR THE CONFIDENTIAL INFORMATION
MEMORANDUM CONTAINED OR CONTAINS ANY MATERIAL MISSTATEMENT OF FACT OR OMITTED OR
OMITS TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE OR ARE MADE, NOT MISLEADING
AS OF THE DATE SUCH INFORMATION IS DATED OR CERTIFIED; PROVIDED THAT TO THE
EXTENT ANY SUCH INFORMATION, REPORT, FINANCIAL STATEMENT, EXHIBIT OR SCHEDULE
WAS BASED UPON OR CONSTITUTES A FORECAST OR PROJECTION, BORROWER REPRESENTS ONLY
THAT IT ACTED IN GOOD FAITH AND UTILIZED REASONABLE ASSUMPTIONS IT BELIEVED TO
BE REASONABLE AT THE TIME OF THE PREPARATION OF SUCH INFORMATION, REPORT,
FINANCIAL STATEMENT, EXHIBIT OR SCHEDULE, AND THAT THE ACTUAL RESULTS DURING THE
PERIOD OR PERIODS COVERED BY SUCH FORECAST OR PROJECTION MAY DIFFER FROM THE
PROJECTED OR FORECASTED RESULTS.
SECTION 3.15
LABOR MATTERS. AS OF THE CLOSING DATE, THERE ARE NO
STRIKES, LOCKOUTS OR SLOWDOWNS AGAINST ANY COMPANY PENDING OR, TO THE KNOWLEDGE
OF ANY COMPANY, THREATENED. THE HOURS WORKED BY AND PAYMENTS MADE TO EMPLOYEES
OF ANY COMPANY HAVE NOT BEEN IN VIOLATION OF THE FAIR LABOR STANDARDS ACT OF
1938, AS AMENDED, OR ANY OTHER APPLICABLE FEDERAL, STATE, LOCAL OR FOREIGN LAW
DEALING WITH SUCH MATTERS IN ANY MANNER WHICH COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT. ALL PAYMENTS DUE FROM ANY COMPANY, OR FOR
WHICH ANY CLAIM MAY BE MADE AGAINST ANY COMPANY, ON ACCOUNT OF WAGES AND
EMPLOYEE HEALTH AND WELFARE INSURANCE AND OTHER BENEFITS, HAVE BEEN PAID OR
ACCRUED AS A LIABILITY ON THE BOOKS OF SUCH COMPANY EXCEPT WHERE THE FAILURE TO
DO SO COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
THE CONSUMMATION OF THE TRANSACTIONS WILL NOT GIVE RISE TO ANY RIGHT OF
TERMINATION OR RIGHT OF RENEGOTIATION ON THE PART OF ANY UNION UNDER ANY
COLLECTIVE BARGAINING AGREEMENT TO WHICH ANY COMPANY IS BOUND.
SECTION 3.16
SOLVENCY. IMMEDIATELY AFTER THE CONSUMMATION OF THE
TRANSACTIONS AND THE ADDITIONAL TRANSACTIONS TO