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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
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legal right, to own and operate its property and assets and to conduct the
business in which it is currently engaged and (c) is duly qualified as a foreign
entity and in good standing under the laws of each jurisdiction where such
qualification is required. Each of the Borrower and Guarantor is in compliance
with all Requirements of Law, except to the extent that the failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         SECTION 3.5  Powers Authorization, Enforceable Obligations.

         (a) The Borrower has the limited liability company power and authority,
and the legal right, to execute, deliver and perform the Loan Documents to which
it is a party and the other documents and agreements executed and delivered
pursuant thereto and to grant the Liens to be granted by the Borrower pursuant
to the Stock Pledge Agreement, and has taken all necessary action to authorize
the execution, delivery and performance of this Agreement and the other Loan
Documents to which it is a party and the other documents and agreements executed
and delivered pursuant thereto. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with the borrowings hereunder or with the
execution, delivery, performance, validity or enforceability of this Agreement
or the other Loan Documents.

         (b) The Guarantor has the legal right to make, deliver and perform each
Loan Document to which he is a party and to guarantee the Obligations pursuant
to Article VII, and has taken all necessary action to authorize the execution,
delivery and performance of this Agreement and the other Loan Documents to which
he is a party.

         (c) This Agreement has been, and each other Loan Document to which the
Borrower or the Guarantor is a party will be, duly executed and delivered on
behalf of each Loan Party thereto. This Agreement constitutes, and each other
Loan Document to which either Loan Party is a party when executed and delivered
will constitute, a legal, valid and binding obligation of each Loan Party
thereto, enforceable against each such Loan Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

         SECTION 3.6 No Legal Bar. The execution, delivery and performance of
the Loan Documents, the extensions of credit hereunder and the use of the
proceeds thereof and the grant of Liens pursuant to the Stock Pledge Agreement
will not (a) contravene any Requirement of Law, (b) conflict or be inconsistent
with or result in any breach of any terms, covenants, conditions or provisions
of, or constitute a default under any Contractual Obligation of any Loan Party
and will not result in, or require, the creation or imposition of any Lien on
any of its properties, assets or revenues pursuant to any such Requirement of
Law or Contractual Obligation (other than pursuant to the Stock Pledge
Agreement) or (c) violate any provision of the charter documents of the
Borrower.

         SECTION 3.7 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of any Loan


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