SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR
SUCH SHARES.
(C)
THE ISSUED AND OUTSTANDING SHARES OF
CAPITAL STOCK OF EACH BORROWER AND GUARANTOR ARE DIRECTLY AND BENEFICIALLY OWNED
AND HELD BY THE PERSONS INDICATED IN THE INFORMATION CERTIFICATE, AND IN EACH
CASE ALL OF SUCH SHARES HAVE BEEN DULY AUTHORIZED AND ARE FULLY PAID AND
NON-ASSESSABLE, FREE AND CLEAR OF ALL CLAIMS, LIENS, PLEDGES AND ENCUMBRANCES OF
ANY KIND, EXCEPT AS DISCLOSED IN WRITING TO LENDER PRIOR TO THE DATE HEREOF.
66
(D)
EACH BORROWER AND GUARANTOR IS SOLVENT AND
WILL CONTINUE TO BE SOLVENT AFTER THE CREATION OF THE OBLIGATIONS, THE SECURITY
INTERESTS OF LENDER AND THE OTHER TRANSACTION CONTEMPLATED HEREUNDER AND UNDER
THE PURCHASE AGREEMENTS.
(E)
THE INACTIVE SUBSIDIARY DOES NOT HAVE ANY
MATERIAL LIABILITIES, IS NOT ENGAGED IN ANY BUSINESS OR COMMERCIAL ACTIVITIES,
DOES NOT OWN ANY ASSETS WITH A BOOK VALUE OF MORE THAN $100,000 IN THE AGGREGATE
AND IS NOT OBLIGATED OR LIABLE, DIRECTLY OR INDIRECTLY, CONTINGENTLY OR
OTHERWISE, IN RESPECT OF ANY MATERIAL INDEBTEDNESS OR OTHER MATERIAL
OBLIGATIONS.
8.13
Labor Disputes.
(A)
SET FORTH ON SCHEDULE 8.13 TO THE
INFORMATION CERTIFICATE IS A LIST (INCLUDING DATES OF TERMINATION) OF ALL
COLLECTIVE BARGAINING OR SIMILAR AGREEMENTS BETWEEN OR APPLICABLE TO EACH
BORROWER AND GUARANTOR AND ANY UNION, LABOR ORGANIZATION OR OTHER BARGAINING
AGENT IN RESPECT OF THE EMPLOYEES OF ANY BORROWER OR GUARANTOR ON THE DATE
HEREOF.
(B)
THERE IS (I) NO MATERIAL UNFAIR LABOR
PRACTICE COMPLAINT PENDING AGAINST ANY BORROWER OR GUARANTOR OR, TO THE BEST OF
ANY BORROWER'S OR GUARANTOR'S KNOWLEDGE, THREATENED AGAINST IT, BEFORE THE
NATIONAL LABOR RELATIONS BOARD, AND NO SIGNIFICANT GRIEVANCE OR SIGNIFICANT
ARBITRATION PROCEEDING ARISING OUT OF OR UNDER ANY COLLECTIVE BARGAINING
AGREEMENT IS PENDING ON THE DATE HEREOF AGAINST ANY BORROWER OR GUARANTOR OR, TO
BEST OF ANY BORROWER'S OR GUARANTOR'S KNOWLEDGE, THREATENED AGAINST IT, AND
(II) NO MATERIAL STRIKE, LABOR DISPUTE, SLOWDOWN OR STOPPAGE IS PENDING AGAINST
ANY BORROWER OR GUARANTOR OR, TO THE BEST OF ANY BORROWER'S OR GUARANTOR'S
KNOWLEDGE, THREATENED AGAINST ANY BORROWER OR GUARANTOR.
8.14
Restrictions on Subsidiaries.
Except for
restrictions contained in this Agreement or any other agreement with respect to
Indebtedness of any Borrower or Guarantor permitted hereunder as in effect on
the date hereof, there are no contractual or consensual restrictions on any
Borrower or Guarantor or any of its Subsidiaries which prohibit or otherwise
restrict (a) the transfer of cash or other assets (i) between any Borrower or
Guarantor and any of its or their Subsidiaries or (ii) between any Subsidiaries
of any Borrower or Guarantor or (b) the ability of any Borrower or Guarantor or
any of its or their Subsidiaries to incur Indebtedness or grant security
interests to Lender in the Collateral.
8.15
Material Contracts.
Schedule 8.15 to the
Information Certificate sets forth all Material Contracts to which any Borrower
or Guarantor is a party or is bound as of the date hereof.
Borrowers and
Guarantors have delivered true, correct and complete copies of such Material
Contracts to