ALL MATERIAL FRANCHISES, PERMITS, LICENSES AND ANY
SIMILAR AUTHORITY NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS NOW BEING
CONDUCTED BY IT, THE LACK OF WHICH COULD, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
20
(Q)
ENVIRONMENTAL AND SAFETY LAWS.
NEITHER IT
NOR ANY OF ITS SUBSIDIARIES IS IN VIOLATION OF ANY APPLICABLE STATUTE, LAW OR
REGULATION RELATING TO THE ENVIRONMENT OR OCCUPATIONAL HEALTH AND SAFETY, AND TO
ITS KNOWLEDGE, NO MATERIAL EXPENDITURES ARE OR WILL BE REQUIRED IN ORDER TO
COMPLY WITH ANY SUCH EXISTING STATUTE, LAW OR REGULATION.
EXCEPT AS SET FORTH
ON SCHEDULE 12(Q) AND/OR IN CONNECTION WITH THE TRANSPORT AND/OR STORAGE IN
ACCORDANCE, IN EACH CASE, WITH APPLICABLE LAW OF HAZARDOUS MATERIALS SOLELY IN
CONNECTION WITH ITS FREIGHT FORWARDING AND ADDED VALUE LOGISTICS SERVICES
BUSINESS, NO HAZARDOUS MATERIALS (AS DEFINED BELOW) ARE USED OR HAVE BEEN USED,
STORED, OR DISPOSED OF BY IT OR ANY OF ITS SUBSIDIARIES OR, TO ITS KNOWLEDGE, BY
ANY OTHER PERSON ON ANY PROPERTY OWNED, LEASED OR USED BY IT OR ANY OF ITS
SUBSIDIARIES.
FOR THE PURPOSES OF THE PRECEDING SENTENCE, "HAZARDOUS MATERIALS"
SHALL MEAN:
(I)
MATERIALS WHICH ARE LISTED OR OTHERWISE
DEFINED AS "HAZARDOUS" OR "TOXIC" UNDER ANY APPLICABLE LOCAL, STATE, FEDERAL
AND/OR FOREIGN LAWS AND REGULATIONS THAT GOVERN THE EXISTENCE AND/OR REMEDY OF
CONTAMINATION ON PROPERTY, THE PROTECTION OF THE ENVIRONMENT FROM CONTAMINATION,
THE CONTROL OF HAZARDOUS WASTES, OR OTHER ACTIVITIES INVOLVING HAZARDOUS
SUBSTANCES, INCLUDING BUILDING MATERIALS; AND
(II)
ANY PETROLEUM PRODUCTS OR NUCLEAR
MATERIALS.
(R)
VALID OFFERING.
ASSUMING THE ACCURACY OF
THE REPRESENTATIONS AND WARRANTIES OF LAURUS CONTAINED IN THIS AGREEMENT, THE
OFFER AND ISSUANCE OF THE SECURITIES WILL BE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND WILL HAVE BEEN REGISTERED OR QUALIFIED (OR ARE EXEMPT FROM REGISTRATION AND
QUALIFICATION) UNDER THE REGISTRATION, PERMIT OR QUALIFICATION REQUIREMENTS OF
ALL APPLICABLE STATE SECURITIES LAWS.
(S)
FULL DISCLOSURE.
IT AND EACH OF ITS
SUBSIDIARIES HAS PROVIDED LAURUS WITH ALL INFORMATION REQUESTED BY LAURUS IN
CONNECTION WITH LAURUS' DECISION TO ENTER INTO THIS AGREEMENT.
NEITHER THIS
AGREEMENT, THE ANCILLARY AGREEMENTS NOR THE EXHIBITS AND SCHEDULES HERETO AND
THERETO NOR ANY OTHER DOCUMENT DELIVERED BY IT OR ANY OF ITS SUBSIDIARIES TO
LAURUS OR ITS ATTORNEYS OR AGENTS IN CONNECTION HEREWITH OR THEREWITH OR WITH
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, CONTAIN ANY UNTRUE STATEMENT OF
A MATERIAL FACT NOR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS CONTAINED HEREIN OR THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH
THEY ARE MADE, NOT MISLEADING.
ANY FINANCIAL PROJECTIONS AND OTHER ESTIMATES
PROVIDED TO LAURUS BY IT OR ANY OF ITS SUBSIDIARIES WERE BASED ON ITS AND ITS
SUBSIDIARIES' EXPERIENCE IN THE INDUSTRY AND ON ASSUMPTIONS OF FACT AND OPINION
AS TO FUTURE EVENTS WHICH IT OR ANY OF ITS SUBSIDIARIES, AT THE DATE OF THE
ISSUANCE OF SUCH PROJECTIONS OR ESTIMATES, BELIEVED TO BE REASONABLE; PROVIDED
THAT NEITHER