delivered to or made
available to the Buyer or its representatives constitute accurate copies of the
originals thereof; (b) neither this Agreement or the Schedules hereto contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements herein or therein, in light of the
circumstances under which they were made, not misleading; and (c) there is no
fact known to the Seller which could reasonably be expected to be material to
the Sold Companies, the Subsidiaries and the Venture Entities, taken as a whole,
which has not been disclosed to the Buyer.
3.15
Compliance with Laws.
Except as disclosed on
Schedule 3.15:
(A)
(I) EACH OF THE SOLD COMPANIES AND THE
SUBSIDIARIES HAS ALL LICENSES, PERMITS OR FRANCHISES ISSUED BY ANY GOVERNMENTAL
AUTHORITY AND OTHER GOVERNMENTAL CERTIFICATES, AUTHORIZATIONS AND APPROVALS
(COLLECTIVELY "LICENSES AND PERMITS") REQUIRED FOR THE OPERATION OF ITS BUSINESS
AS CONDUCTED AS OF THE DATE OF THIS AGREEMENT, AND THE ABSENCE OF WHICH WOULD
HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS OR OPERATIONS OF SUCH ENTITY;
(II) ALL SUCH LICENSES AND PERMITS ARE IN FULL FORCE AND EFFECT AND NO ACTION,
CLAIM, ENFORCEMENT ACTION, NOTICE OF VIOLATION OR OTHER CIVIL, CRIMINAL, FORMAL
OR INFORMAL ADMINISTRATIVE OR OTHER PROCEEDING IS PENDING, NOR TO THE KNOWLEDGE
OF THE SELLER, IS THREATENED, TO SUSPEND, REVOKE, REVISE, LIMIT, RESTRICT OR
TERMINATE ANY OF SUCH LICENSES AND PERMITS OR DECLARE ANY SUCH LICENSE AND
PERMIT INVALID; (III) TO THE KNOWLEDGE OF THE SELLER, EACH OF THE SOLD COMPANIES
AND THE SUBSIDIARIES HAS FILED ALL NECESSARY REPORTS AND MAINTAINED AND RETAINED
ALL NECESSARY RECORDS PERTAINING TO SUCH LICENSES AND PERMITS; AND (IV) EACH OF
THE SOLD COMPANIES AND THE SUBSIDIARIES HAS OTHERWISE COMPLIED IN ALL MATERIAL
RESPECTS WITH ALL OF THE LAWS, RULES, ORDINANCES, DECREES, AWARDS, REGULATIONS
AND ORDERS OF ALL GOVERNMENTAL AUTHORITIES WHICH AS OF THE DATE OF THIS
AGREEMENT ARE APPLICABLE TO IT OR ITS RESPECTIVE PROPERTIES OR BUSINESS.
(B)
TO THE SELLER'S KNOWLEDGE, NONE OF THE SOLD
COMPANIES, THE SUBSIDIARIES OR THE VENTURE ENTITIES OR ANY DIRECTOR, OFFICER,
AGENT OR EMPLOYEE OF ANY OF SUCH PERSONS OR ANY OTHER PERSON ACTING FOR OR ON
BEHALF OF ANY SUCH PERSON, HAS DIRECTLY OR INDIRECTLY MADE ANY CONTRIBUTION,
GIFT, BRIBE, REBATE, PAYOFF, INFLUENCE PAYMENT, KICK-BACK OR OTHER PAYMENT TO
ANY PERSON, PRIVATE OR PUBLIC, REGARDLESS OF FORM, WHETHER IN MONEY, PROPERTY OR
SERVICES (I) TO OBTAIN FAVORABLE TREATMENT IN SECURING BUSINESS, (II) TO PAY FOR
FAVORABLE TREATMENT FOR BUSINESS SECURED OR (III) TO OBTAIN SPECIAL CONCESSIONS
OR FOR SPECIAL CONCESSIONS ALREADY OBTAINED, IN EACH CASE FOR OR IN RESPECT OF
ANY OF THE SOLD COMPANIES, THE SUBSIDIARIES OR ANY VENTURE ENTITY (A) IN
VIOLATION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR DECREE OF ANY
GOVERNMENTAL AUTHORITY, OR (B) THAT WAS NOT PROPERLY RECORDED AND DISCLOSED IN
THE FINANCIAL STATEMENTS.
3.16
Finders; Brokers.
With the exception of fees and
expenses payable by the Seller to Merrill Lynch & Co. and Cutfield