OF SHARES
OWNED BY EACH AS OF THE CLOSING DATE ARE DESCRIBED ON SCHEDULE 6.1(B).
AS OF
THE CLOSING DATE, THERE ARE NO OUTSTANDING STOCK PURCHASE WARRANTS,
SUBSCRIPTIONS, OPTIONS, SECURITIES, INSTRUMENTS OR OTHER RIGHTS OF ANY TYPE OR
NATURE WHATSOEVER, WHICH ARE CONVERTIBLE INTO, EXCHANGEABLE FOR OR
50
OTHERWISE PROVIDE FOR OR PERMIT THE ISSUANCE OF CAPITAL STOCK OF THE COMPANY'S
SUBSIDIARIES, EXCEPT AS DESCRIBED ON SCHEDULE 6.1(B).
(C)
AUTHORIZATION, ETC.
THIS AGREEMENT AND OTHER LOAN DOCUMENTS HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF EACH OF
THE COMPANY AND ITS SUBSIDIARIES, AND THIS AGREEMENT AND EACH OF THE OTHER LOAN
DOCUMENTS CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE COMPANY AND
EACH OF ITS SUBSIDIARIES PARTY HERETO OR THERETO ENFORCEABLE AGAINST SUCH PERSON
IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
(I) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER
SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND (II)
GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
(D)
COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY THE COMPANY AND ITS SUBSIDIARIES OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENT TO WHICH EACH SUCH PERSON IS A PARTY WILL NOT (A)
CONTRAVENE, RESULT IN ANY BREACH OF, OR CONSTITUTE A DEFAULT UNDER, OR RESULT IN
THE CREATION OF ANY LIEN IN RESPECT OF ANY PROPERTY OF ANY SUCH PERSON UNDER,
ANY INDENTURE, MORTGAGE, DEED OF TRUST, LOAN, PURCHASE OR CREDIT AGREEMENT,
LEASE, CORPORATE CHARTER OR BY-LAWS, OR ANY OTHER AGREEMENT OR INSTRUMENT TO
WHICH SUCH PERSON IS BOUND OR BY WHICH SUCH PERSON OR ANY OF ITS PROPERTIES MAY
BE BOUND OR AFFECTED, (B) CONFLICT WITH OR RESULT IN A BREACH OF ANY OF THE
TERMS, CONDITIONS OR PROVISIONS OF ANY ORDER, JUDGMENT, DECREE, OR RULING OF ANY
COURT, ARBITRATOR OR GOVERNMENTAL AUTHORITY APPLICABLE TO SUCH PERSON OR (C)
VIOLATE ANY PROVISION OF ANY STATUTE OR OTHER RULE OR REGULATION OF ANY
GOVERNMENTAL AUTHORITY APPLICABLE TO THE COMPANY OR ANY SUBSIDIARY.
(E)
GOVERNMENTAL AUTHORIZATIONS, ETC.
NO CONSENT, APPROVAL OR
AUTHORIZATION OF, OR REGISTRATION, FILING OR DECLARATION WITH, ANY GOVERNMENTAL
AUTHORITY IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE
BY THE COMPANY OR ANY SUBSIDIARY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(OTHER THAN THE FILING OF A FORM 8-K WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO THE SECURITIES AND EXCHANGE ACT OF 1934 (AS AMENDED)) EXCEPT FOR
SUCH APPROVAL, CONSENT OR AUTHORIZATION THE FAILURE TO POSSESS WHICH, COULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(F)
TAXES.
EACH OF THE COMPANY AND ITS SUBSIDIARIES HAVE FILED ALL
MATERIAL TAX RETURNS THAT ARE REQUIRED TO HAVE BEEN FILED IN ANY JURISDICTION,
AND HAVE PAID ALL TAXES SHOWN TO BE DUE AND PAYABLE ON SUCH RETURNS AND ALL
OTHER TAXES AND ASSESSMENTS LEVIED UPON IT OR ITS PROPERTIES, ASSETS, INCOME OR
FRANCHISES,