asset acquisitions - Jackson Walker LLP

ARTICLE 5REPRESENTATIONS AND WARRANTIES OF THE COMPANYThe Company represents and warrants to Parent as of the date hereof andas of the Effective Time that:Section 5.01. Corporate Existence and Power. The Company is acorporation duly incorporated, validly existing and in good standing underthe laws of the State of Delaware, and has all corporate powers and allmaterial governmental licenses, authorizations, consents and approvalsrequired to carry on its business as now conducted. The Company is dulyqualified to do business as a foreign corporation and is in good standing ineach jurisdiction where the character of the property owned or leased by itor the nature of its activities makes such qualification necessary, exceptfor those jurisdictions where the failure to be so qualified would not,individually or in the aggregate, reasonably be expected to have amaterial adverse effect on the condition (financial or otherwise),business, assets, liabilities or results of operations of the Company andthe Subsidiaries taken as a whole (“Material Adverse Effect”). TheCompany has heretofore delivered or made available to Parent true andcomplete copies of the Company’s certificate of incorporation and bylawsas currently in effect.* * *Section 5.07. SEC Filings. (a) The Company has delivered or madeavailable to Parent (i) the Company’s annual report on Form 10-K for theyear ended December 25, 1999 (the “Company 10-K”), (ii) its quarterlyreport on Form 10-Q for its fiscal quarter ended September 23, 2000, itsquarterly report on Form 10-Q for its fiscal quarter ended June 24, 2000(as amended) and its quarterly report on Form 10-Q for its fiscal quarterended March 25, 2000 (together, the “Company 10-Qs”), (iii) its proxy orinformation statements relating to meetings of, or actions taken without ameeting by, the stockholders of the Company held since January 1, 1998,and (iv) all of its other reports, statements, schedules and registrationstatements filed with the SEC since January 1, 1998.(b) As of its filing date, each such report or statement filedpursuant to the Exchange Act did not contain any untrue statement of amaterial fact of omit to state any material fact necessary in order to makethe statements made therein, in the light of the circumstances under whichthey were made, not misleading.(c) Each such registration statement, as amended orsupplemented, if applicable, filed pursuant to the Securities Act of 1933,as amended (the “Securities Act”), as of the date such statement oramendment became effective did not contain any untrue statement of amaterial fact or omit to state any material fact required to be stated thereinor necessary to make the statements therein not misleading.3068470v1Appendix H – Page 5