IS NOT
AWARE THAT ANY MANAGER OR KEY EMPLOYEE, OR THAT ANY GROUP OF KEY EMPLOYEES,
INTENDS TO TERMINATE THEIR EMPLOYMENT WITH LTD, NOR DOES LTD HAVE A PRESENT
INTENTION TO TERMINATE THE EMPLOYMENT OF ANY MANAGER, KEY EMPLOYEE OR GROUP OF
KEY EMPLOYEES.
SECTION 4.13
COMPLIANCE WITH LAWS; PERMITS.
TO ITS KNOWLEDGE, LTD IS NOT IN
VIOLATION OF ANY APPLICABLE STATUTE, RULE, REGULATION, ORDER OR RESTRICTION OF
ANY DOMESTIC OR FOREIGN GOVERNMENT OR ANY INSTRUMENTALITY OR AGENCY THEREOF IN
RESPECT OF THE CONDUCT OF ITS BUSINESS OR THE OWNERSHIP OF ITS PROPERTIES WHICH
VIOLATION WOULD MATERIALLY AND ADVERSELY AFFECT THE BUSINESS, ASSETS,
LIABILITIES, FINANCIAL CONDITION, OPERATIONS OR PROSPECTS OF LTD. NO
GOVERNMENTAL ORDERS, PERMISSIONS, CONSENTS, APPROVALS OR AUTHORIZATIONS ARE
REQUIRED TO BE OBTAINED AND NO REGISTRATIONS OR DECLARATIONS ARE REQUIRED TO BE
FILED IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
PURCHASE OF THE LTD SHARES, EXCEPT SUCH AS HAS BEEN DULY AND VALIDLY OBTAINED OR
FILED, OR WITH RESPECT TO ANY FILINGS THAT MUST BE MADE AFTER THE CLOSING, AS
WILL BE FILED IN A TIMELY MANNER. LTD HAS ALL PERMITS AND LICENSES AND ANY
SIMILAR AUTHORITY NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS NOW BEING
CONDUCTED BY IT, THE LACK OF WHICH COULD MATERIALLY AND ADVERSELY AFFECT THE
BUSINESS, PROPERTIES, PROSPECTS OR FINANCIAL CONDITION OF LTD AND BELIEVES IT
CAN OBTAIN, WITHOUT UNDUE BURDEN OR EXPENSE, ANY SIMILAR AUTHORITY FOR THE
CONDUCT OF ITS BUSINESS AS PLANNED TO BE CONDUCTED.
SECTION 4.14
ENVIRONMENTAL AND SAFETY LAWS.
TO ITS KNOWLEDGE, LTD IS NOT 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.
SECTION 4.15
OFFERING VALID.
ASSUMING THE ACCURACY OF THE REPRESENTATIONS
AND WARRANTIES OF BUYER CONTAINED IN ARTICLE 5 HEREOF, THE OFFER, AND SALE OF
THE LTD SHARES WILL BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF ALL
APPLICABLE SECURITIES LAWS AND WILL HAVE BEEN REGISTERED OR QUALIFIED (OR ARE
EXEMPT FROM REGISTRATION AND QUALIFICATION) UNDER THE REGISTRATION, PERMIT OR
QUALIFICATION REQUIREMENTS OF ALL APPLICABLE SECURITIES LAWS.
SECTION 4.16
FULL DISCLOSURE.
TO SELLER'S AND LTD'S KNOWLEDGE AND BELIEF,
THIS AGREEMENT, THE EXHIBIT HERETO, AND ANY CERTIFICATE EXPRESSLY DELIVERED BY
SELLER AND LTD TO BUYER OR ITS ATTORNEYS OR AGENTS IN CONNECTION HEREWITH OR
THEREWITH OR WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, NEITHER
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT NOR, TO SELLER'S OR LTD'S
KNOWLEDGE AND BELIEF, OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE
THE STATEMENTS CONTAINED HEREIN OR THEREIN NOT MISLEADING.
TO SELLER'S AND
LTD'S KNOWLEDGE AND BELIEF, THERE ARE NO FACTS WHICH (INDIVIDUALLY OR IN THE
AGGREGATE) MATERIALLY ADVERSELY AFFECT THE BUSINESS, ASSETS, LIABILITIES,
FINANCIAL CONDITION OR OPERATIONS OF LTD THAT HAVE NOT BEEN SET FORTH IN THE
AGREEMENT, THE EXHIBIT HERETO OR IN OTHER DOCUMENTS EXPRESSLY DELIVERED TO BUYER
OR