ISSUED AND OUTSTANDING.
THE SHARES HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED
AND ARE FULLY PAID AND NONASSESSABLE.
THE SHAREHOLDERS OWN THE SHARES,
BENEFICIALLY AND OF RECORD, FREE AND CLEAR OF ANY LIEN.
THE CAPITAL STRUCTURE
OF THE CORPORATION (INCLUDING THE DIVISION OF THE CORPORATION'S COMMON STOCK
INTO VOTING AND NON-VOTING COMMON STOCK) WAS NOT ADOPTED BY THE CORPORATION OR
THE SHAREHOLDERS (IN WHOLE OR IN PART) FOR PURPOSES RELATED TO POTENTIAL
OBLIGATIONS UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS
AMENDED.
5.28.2
EXCEPT AS SET FORTH ON SCHEDULE 5.28.2 (AND THEREIN SETTING FORTH
THE OWNERSHIP NUMBERS AND PERCENTAGE OWNERSHIP OF THE SHARES, AND DISCLOSING
WHETHER SUCH SHARES ARE VOTING OR NONVOTING), THERE ARE NO OUTSTANDING:
(I) CORPORATION SECURITIES; (II) ANY OPTIONS OR OTHER RIGHTS OR AGREEMENTS,
COMMITMENTS OR UNDERSTANDINGS OF ANY KIND TO ACQUIRE FROM ANY SHAREHOLDER, ANY
SHARES; (III) VOTING TRUSTS, PROXIES OR OTHER SIMILAR AGREEMENTS OR
UNDERSTANDINGS TO WHICH THE CORPORATION IS A PARTY OR BY WHICH THE CORPORATION
IS BOUND WITH RESPECT TO THE VOTING OF ANY SHARES OF CAPITAL STOCK OF OR OTHER
VOTING OR EQUITY INTERESTS IN THE CORPORATION; OR (IV) CONTRACTUAL OBLIGATIONS
OR COMMITMENTS OF ANY CHARACTER RESTRICTING THE TRANSFER OF, OR REQUIRING THE
REGISTRATION FOR SALE OF, ANY SHARES OF CAPITAL STOCK OF OR OTHER VOTING OR
EQUITY INTERESTS IN THE CORPORATION.
THERE ARE NO OUTSTANDING OBLIGATIONS OF
THE CORPORATION TO REPURCHASE, REDEEM OR OTHERWISE ACQUIRE ANY CORPORATION
SECURITIES.
5.29
Accounts Receivable.
All accounts, notes receivable and other
receivables (other than receivables collected since the date of the Unaudited
Financial Statement (August 31, 2009)) reflected on the Unaudited Financial
Statement (August 31, 2009) are, and all accounts and notes receivable arising
from or otherwise relating to the business of the Corporation as of the Closing
Date will be, valid, genuine and fully collectible in the aggregate amount
thereof, subject to normal and customary trade discounts, less any reserves for
doubtful accounts recorded on the Financial Statements or the Closing Balance
Sheet.
5.30
Bank Accounts.
Schedule 5.30 sets forth the names and locations of
each bank, brokerage firm or other financial institution at which the
Corporation has an account (giving account numbers) or safe deposit box and the
names of all persons authorized to draw thereon or have access thereto, and the
names of all persons, if any, holding powers of attorney or comparable
delegation of authority from the Corporation.
5.31
Claims Against Officers and Directors.
There are no pending or, to
the Corporation's Knowledge, threatened, claims against any director, officer,
employee or agent of the Corporation which could give rise to any claim (whether
through indemnification, contribution or otherwise) against the Corporation.
5.32
Recorded Sales Consistent With Manufacturers' Directions.
All sales
data provided in the Financial Statements of the Corporation are based upon
sales which, to the Corporation's Knowledge at the time such sales were made,
were made strictly in accordance
34
with manufacturers' rules and regulations for sales of merchandise established
by the respective manufacturers, and does not, to