CURRENT CASH FLOW OF THE COMPANY, TOGETHER
WITH THE PROCEEDS THE COMPANY WOULD RECEIVE, WERE IT TO LIQUIDATE ALL OF ITS
ASSETS, AFTER TAKING INTO ACCOUNT ALL ANTICIPATED USES OF THE CASH, WOULD BE
SUFFICIENT TO PAY ALL AMOUNTS ON OR IN RESPECT OF ITS DEBT WHEN SUCH AMOUNTS ARE
REQUIRED TO BE PAID.
THE COMPANY DOES NOT INTEND TO INCUR DEBTS BEYOND ITS
ABILITY TO PAY SUCH DEBTS AS THEY MATURE (TAKING INTO ACCOUNT THE TIMING AND
AMOUNTS OF CASH TO BE PAYABLE ON OR IN RESPECT OF ITS DEBT).
THE COMPANY HAS NO
KNOWLEDGE OF ANY FACTS OR CIRCUMSTANCES WHICH LEAD IT TO BELIEVE THAT IT WILL
FILE FOR REORGANIZATION OR LIQUIDATION UNDER THE BANKRUPTCY OR REORGANIZATION
LAWS OF ANY JURISDICTION WITHIN ONE YEAR FROM THE CLOSING DATE.
SCHEDULE 3.1(Z)
SETS FORTH ALL OUTSTANDING SECURED AND UNSECURED INDEBTEDNESS OF THE COMPANY, OR
FOR WHICH THE COMPANY HAS COMMITMENTS.
FOR THE PURPOSES OF THIS AGREEMENT,
"INDEBTEDNESS" SHALL MEAN (A) ANY LIABILITIES FOR BORROWED MONEY OR AMOUNTS OWED
IN EXCESS OF $50,000 (OTHER THAN TRADE ACCOUNTS PAYABLE INCURRED IN THE ORDINARY
COURSE OF BUSINESS), (B) ALL GUARANTIES, ENDORSEMENTS AND OTHER CONTINGENT
OBLIGATIONS IN RESPECT OF INDEBTEDNESS OF OTHERS, WHETHER OR NOT THE SAME ARE OR
SHOULD BE REFLECTED IN THE COMPANY'S BALANCE SHEET (OR THE NOTES THERETO),
EXCEPT GUARANTIES BY ENDORSEMENT OF NEGOTIABLE INSTRUMENTS FOR DEPOSIT OR
COLLECTION OR SIMILAR TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS; AND (C)
THE PRESENT VALUE OF ANY LEASE PAYMENTS IN EXCESS OF $50,000 DUE UNDER LEASES
REQUIRED TO BE CAPITALIZED IN ACCORDANCE WITH GAAP.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY IS IN DEFAULT WITH RESPECT TO ANY INDEBTEDNESS.
(BB)
ENVIRONMENTAL MATTERS.
THE COMPANY AND EACH ITS SUBSIDIARIES (A)
IS IN COMPLIANCE WITH ANY AND ALL ENVIRONMENTAL LAWS (AS HEREIN DEFINED), (B)
HAS RECEIVED ALL PERMITS, LICENSES OR OTHER APPROVALS REQUIRED OF IT UNDER
APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT ITS RESPECTIVE BUSINESSES AND (C) IS IN
COMPLIANCE WITH ALL TERMS AND CONDITIONS OF ANY SUCH PERMIT, LICENSE OR
APPROVAL.
THE TERM "ENVIRONMENTAL LAWS" MEANS ALL FEDERAL, STATE, LOCAL OR
FOREIGN LAWS RELATING TO POLLUTION OR PROTECTION OF HUMAN HEALTH OR THE
ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, AMBIENT AIR, SURFACE WATER,
GROUNDWATER, LAND SURFACE OR SUBSURFACE STRATA), INCLUDING, WITHOUT LIMITATION,
LAWS RELATING TO EMISSIONS, DISCHARGES, RELEASES OR THREATENED RELEASES OF
CHEMICALS, POLLUTANTS, CONTAMINANTS, OR TOXIC OR HAZARDOUS SUBSTANCES OR WASTES
(COLLECTIVELY,
15
"HAZARDOUS MATERIALS") INTO THE ENVIRONMENT, OR OTHERWISE RELATING TO THE
MANUFACTURE, PROCESSING, DISTRIBUTION, USE, TREATMENT, STORAGE, DISPOSAL,
TRANSPORT OR HANDLING OF HAZARDOUS MATERIALS, AS WELL AS ALL AUTHORIZATIONS,
CODES, DECREES, DEMANDS OR DEMAND LETTERS, INJUNCTIONS, JUDGMENTS, LICENSES,
NOTICES OR NOTICE LETTERS, ORDERS, PERMITS, PLANS OR REGULATIONS ISSUED,
ENTERED, PROMULGATED OR APPROVED THEREUNDER.
(CC)
TAX STATUS.
EXCEPT FOR MATTERS THAT WOULD NOT, INDIVIDUALLY OR IN
THE AGGREGATE, HAVE OR REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT, EXCEPT AS DISCLOSED IN SCHEDULE 3.1(CC), THE COMPANY AND EACH SUBSIDIARY
HAS FILED ALL NECESSARY FEDERAL, STATE AND FOREIGN INCOME AND FRANCHISE TAX
RETURNS AND