OfficeMax 2013 Annual Report Download - page 256

on Schedule 3.06 and except as otherwise permitted under this Agreement, neither the Company nor any of its consolidated Ssubsidiaries has any material
Guarantee obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any
interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial
statements referred to in this paragraph.
(b) Except for the Disclosed Matters, no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material
Adverse Effect, since December 25, 2010.
SECTION 3.05 Properties. (a) Each of the Loan Parties and its Subsidiaries has good and indefeasible title to, or valid leasehold interests in, all its real
and personal property, free of all Liens other than Permitted Liens, except where failure would not reasonably be expected to have a Material Adverse Effect.
(b) Each Loan Party and its Subsidiaries owns, or is licensed to use, all material Intellectual Property that is necessary to its business as currently
conducted and the use thereof by the Loan Parties and its Subsidiaries does not infringe in any material respect upon the rights of any other Person.
SECTION 3.06 Litigation and Environmental Matters . (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Loan Parties or any of their Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.
(b) Except for the Disclosed Matters (i) no Loan Party nor any of its Subsidiaries has received notice of any claim with respect to any material
Environmental Liability or knows of any basis for any material Environmental Liability and (ii) except with respect to any other matters that, individually or
in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of its Subsidiaries (1) has failed to comply
with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law
or (2) has become subject to any Environmental Liability.
(c) Since the Restatement Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted
in, or materially increased the likelihood of, a Material Adverse Effect.
SECTION 3.07 Compliance with Laws and Agreements . Each Loan Party and its Subsidiaries is in compliance with all Requirements of Law
applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.08 Investment Company Status. No Loan Party nor any of its Subsidiaries is an “investment company” as defined in, or subject to
regulation under, the Investment Company Act of 1940 and shall not register as, conduct its business or take any action which shall cause it to be registered
for the purposes of the European Communities (Markets in Financial Instruments) Regulations 2007.
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