IN THE AGGREGATE, REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
(O)
COMPLIANCE.
NEITHER THE COMPANY NOR ANY SUBSIDIARY (I) IS IN
DEFAULT UNDER OR IN VIOLATION OF (AND NO EVENT HAS OCCURRED THAT HAS NOT BEEN
WAIVED THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD RESULT IN A DEFAULT BY
THE COMPANY OR ANY SUBSIDIARY UNDER), NOR HAS THE COMPANY OR ANY SUBSIDIARY
RECEIVED NOTICE OF A CLAIM THAT IT IS IN DEFAULT UNDER OR THAT IT IS IN
VIOLATION OF, ANY INDENTURE, LOAN OR CREDIT AGREEMENT OR ANY OTHER AGREEMENT OR
INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES IS
BOUND (WHETHER OR NOT SUCH DEFAULT OR VIOLATION HAS BEEN WAIVED), (II) IS IN
VIOLATION OF ANY ORDER OF ANY COURT, ARBITRATOR OR GOVERNMENTAL BODY HAVING
JURISDICTION OVER THE COMPANY OR ITS PROPERTIES OR ASSETS, OR (III) IS OR HAS
BEEN IN VIOLATION OF, OR IN RECEIPT OF NOTICE THAT IT IS IN VIOLATION OF, ANY
STATUTE, RULE OR REGULATION OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO THE
COMPANY, EXCEPT IN EACH CASE AS COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
HAVE OR REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(P)
REGULATORY PERMITS.
THE COMPANY AND THE SUBSIDIARIES POSSESS ALL
CERTIFICATES, AUTHORIZATIONS AND PERMITS ISSUED BY THE APPROPRIATE FEDERAL,
STATE, LOCAL OR FOREIGN REGULATORY AUTHORITIES NECESSARY TO CONDUCT THEIR
RESPECTIVE BUSINESSES AS DESCRIBED IN THE SEC REPORTS AND THE MEMORANDUM, EXCEPT
WHERE THE FAILURE TO POSSESS SUCH PERMITS, INDIVIDUALLY OR IN THE AGGREGATE, HAS
NOT AND COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT
("MATERIAL PERMITS"), AND NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS RECEIVED
ANY NOTICE OF PROCEEDINGS RELATING TO THE REVOCATION OR MODIFICATION OF ANY SUCH
MATERIAL PERMITS. FURTHERMORE, THE COMPANY AND THE SUBSIDIARIES POSSESS ALL
NECESSARY MATERIAL PERMITS AND/OR REQUIRED APPROVALS WHICH WERE REQUIRED IN
CONNECTION WITH THE RECENTLY COMPLETED REVERSE MERGER.
(Q)
TITLE TO ASSETS.
EXCEPT FOR PROPERTY THAT IS SPECIFICALLY THE
SUBJECT OF, AND COVERED BY, OTHER REPRESENTATIONS AND WARRANTIES AS TO OWNERSHIP
OR TITLE CONTAINED HEREIN, THE COMPANY AND THE SUBSIDIARIES HAVE GOOD AND
MARKETABLE TITLE IN ALL PERSONAL PROPERTY OWNED BY THEM THAT IS MATERIAL TO
THEIR RESPECTIVE BUSINESSES, IN EACH CASE FREE AND CLEAR OF ALL LIENS, EXCEPT
FOR LIENS AS DO NOT MATERIALLY AFFECT THE VALUE OF SUCH PROPERTY AND DO NOT
MATERIALLY INTERFERE WITH THE USE MADE AND PROPOSED TO BE MADE OF SUCH PROPERTY
BY THE COMPANY AND THE SUBSIDIARIES AND LIENS FOR THE PAYMENT OF FEDERAL, STATE
OR OTHER TAXES, THE PAYMENT OF WHICH IS NEITHER DELINQUENT NOR SUBJECT TO
PENALTIES.
ANY REAL PROPERTY AND FACILITIES HELD UNDER LEASE BY THE COMPANY AND
THE SUBSIDIARIES ARE HELD BY THEM UNDER VALID, SUBSISTING AND ENFORCEABLE LEASES
OF WHICH THE COMPANY AND THE SUBSIDIARIES ARE IN MATERIAL COMPLIANCE. NEITHER
THE COMPANY NOR ANY SUBSIDIARY OWN ANY REAL PROPERTY.
(R)
PATENTS AND TRADEMARKS.
THE COMPANY AND ITS SUBSIDIARIES OWN,
POSSESS, LICENSE OR