OR AUTHORITY.
(T)
LABOR ISSUES.
THE COMPANY HAS NOT ENGAGED IN ANY UNFAIR LABOR
PRACTICES.
NONE OF THE SHAREHOLDERS IS AWARE OF ANY PENDING OR THREATENED
DISPUTE WITH ANY OF ITS EXISTING OR FORMER EMPLOYEES.
THERE ARE NO EMPLOYMENT
DISCRIMINATION CHARGES OR LAWSUITS PENDING AGAINST THE COMPANY, AND NONE OF THE
SHAREHOLDERS IS AWARE OF ANY THREATENED CHARGE OR LAWSUIT.
THERE ARE NO COMPANY
EMPLOYEES PERFORMING ACTIVE UNIFORMED MILITARY SERVICE WITH RESPECT TO WHOM THE
COMPANY IS, OR MAY BE, OBLIGATED UNDER THE UNIFORMED SERVICES EMPLOYMENT AND
REEMPLOYMENT RIGHTS ACT OF 1994 ("USERRA"), 38 U.S.C. §§ 4301-4334.
(U)
INVESTIGATIONS; LITIGATION.
NO INVESTIGATION OR REVIEW BY ANY
GOVERNMENTAL ENTITY WITH RESPECT TO THE COMPANY OR ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT IS PENDING OR, TO THE KNOWLEDGE OF ANY OF THE
SHAREHOLDERS, THREATENED, NOR HAS ANY GOVERNMENTAL ENTITY INDICATED TO THE
COMPANY OR ANY OF THE SHAREHOLDERS
AN INTENTION TO CONDUCT THE SAME, AND THERE
IS NO ACTION, SUIT OR PROCEEDING PENDING OR, TO THE KNOWLEDGE OF ANY OF THE
SHAREHOLDERS, THREATENED AGAINST OR AFFECTING THE COMPANY AT
17
LAW OR IN EQUITY, OR BEFORE ANY FEDERAL, STATE, MUNICIPAL OR OTHER GOVERNMENTAL
DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, THAT EITHER
INDIVIDUALLY OR IN THE AGGREGATE, DOES OR IS LIKELY TO RESULT IN ANY MATERIAL
ADVERSE CHANGE IN THE FINANCIAL CONDITION, PROPERTIES OR BUSINESS OF THE
COMPANY.
(V)
ABSENCE OF CERTAIN BUSINESS PRACTICES.
NEITHER THE COMPANY NOR
ANY OFFICER, EMPLOYEE OR AGENT OF THE COMPANY, NOR ANY OTHER PERSON ACTING ON
ITS BEHALF, HAS DIRECTLY OR INDIRECTLY, WITHIN THE PAST FIVE (5) YEARS, GIVEN OR
AGREED TO GIVE ANY GIFT OR SIMILAR BENEFIT TO ANY CUSTOMER, SUPPLIER, GOVERNMENT
EMPLOYEE OR OTHER PERSON WHO IS OR MAY BE IN A POSITION TO HELP OR HINDER THE
BUSINESS OF THE COMPANY (OR TO ASSIST THE COMPANY IN CONNECTION WITH ANY ACTUAL
OR PROPOSED TRANSACTION) THAT MIGHT SUBJECT THE COMPANY TO ANY DAMAGE OR PENALTY
IN ANY CIVIL, CRIMINAL OR GOVERNMENTAL LITIGATION OR PROCEEDING.
(W)
NO UNTRUE STATEMENTS.
THE COMPANY HAS MADE AVAILABLE TO BUYER
TRUE, COMPLETE AND CORRECT COPIES OF ALL CONTRACTS, DOCUMENTS CONCERNING ALL
LITIGATION AND ADMINISTRATIVE PROCEEDINGS, LICENSES, PERMITS, INSURANCE
POLICIES, LISTS OF SUPPLIERS AND CUSTOMERS, AND RECORDS RELATING PRINCIPALLY TO
THE COMPANY'S ASSETS AND BUSINESS, AND SUCH INFORMATION COVERS ALL COMMITMENTS
AND LIABILITIES OF THE COMPANY RELATING TO ITS BUSINESS OR ITS ASSETS.
THIS
AGREEMENT AND THE AGREEMENTS AND INSTRUMENTS TO BE ENTERED INTO IN CONNECTION
HEREWITH DO NOT INCLUDE ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE
ANY MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS MADE HEREIN AND THEREIN NOT MISLEADING IN ANY MATERIAL RESPECT.
(X)
CONSENTS AND APPROVALS.
NO CONSENT, APPROVAL OR AUTHORIZATION
OF, OR FILING OR REGISTRATION WITH, ANY GOVERNMENTAL OR REGULATORY AUTHORITY, OR
ANY OTHER PERSON OR ENTITY OTHER THAN THE SHAREHOLDERS, IS REQUIRED TO BE MADE
OR OBTAINED BY THE COMPANY OR ANY OF SHAREHOLDERS IN CONNECTION WITH THE
EXECUTION, DELIVERY OR