Coach 2006 Annual Report Download - page 101

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7.6 Franchises, Patents, Copyrights, etc. The Borrower and each of its Subsidiaries possesses all franchises, patents, copyrights,
trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of its business substantially as now
conducted without known conflict with any rights of others, except any franchises, patents, copyrights, trademarks, trade names, licenses and
permits, and rights in respect of the foregoing, where the lack of such would not result in a Material Adverse Effect.
7.7 Litigation. Except as set forth in Schedule 7.7 hereto, there are no actions, suits, proceedings or investigations of any kind pending or,
to the best knowledge of the Borrower and its Subsidiaries, threatened against the Borrower or any of its Subsidiaries before any Governmental
Authority, that, (a) if adversely determined, might, either in any case or in the aggregate, (i) have a Material Adverse Effect or (ii) materially impair
the right of the Borrower and its Subsidiaries, considered as a whole, to carry on business substantially as now conducted by them, or (b) which
question the validity of this Credit Agreement or any of the other Loan Documents, or any action taken or to be taken pursuant hereto or thereto.
7.8 No Materially Adverse Contracts, etc. Neither the Borrower nor any of its Subsidiaries (a) is in violation of any provision of, or
subject to, any Governing Document, or any applicable judgment, decree, order, law, statute, license, rule or regulation in a manner that has or is
expected in the future to have a Material Adverse Effect, or (b) is a party to any contract or agreement that has or is expected, in the judgment of the
Borrower's officers, to have any Material Adverse Effect, or is in violation of any provision of any agreement or instrument to which it may be
subject or by which it or any of its properties may be bound, in any of the foregoing cases in a manner that could have a Material Adverse Effect.
7.9 Tax Status. To the extent required, the Borrower and its Subsidiaries (a) have made or filed all federal, state and foreign income and
all other tax returns, reports and declarations required by any jurisdiction to which any of them is subject, (b) have paid all taxes and other
governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good
faith and by appropriate proceedings and (c) have, in the reasonable opinion of management, set aside on their books adequate reserves in accordance
with GAAP for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and none of the officers of the Borrower know of
any basis for any such claim.
7.10 No Event of Default. No Default or Event of Default has occurred and is continuing.
7.11 Holding Company and Investment Company Acts. Neither the Borrower nor any of its Subsidiaries is a “public utility”, as that
term is defined under the Federal Power Act, as amended, and the regulations of the Federal Energy Regulatory Commission (“FERC”) promulgated
thereunder. Neither the Borrower nor any of its Subsidiaries (i) is subject to any of the accounting or cost-allocation requirements of the Public Utility
Holding Company Act of 2005, or the regulations or orders of the FERC promulgated thereunder or (ii) is or is required to be registered as an
“investment company” under the Investment Company Act of 1940.
7.12 Absence of Financing Statements, etc. Except with respect to Permitted Liens, there is no financing statement, security agreement,
chattel mortgage, real estate mortgage or other document filed or recorded with any filing records, registry or other public office, that purports to
cover, affect or give notice of any present or possible future Lien on any assets or property of the Borrower or any of its Subsidiaries or any rights
relating thereto.
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