BE IN A POSITION TO COMPLY WITH THE
REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002 AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER AT SUCH TIME AS SECTION 404 BECOMES
APPLICABLE TO THE COMPANY.
D.
THE COMPANY IS, AND HAS REASON TO BELIEVE THAT FOR THE
FORESEEABLE FUTURE IT WILL CONTINUE TO BE, IN COMPLIANCE WITH ALL APPLICABLE
RULES OF THE OTC BULLETIN BOARD.
THE COMPANY HAS NOT RECEIVED NOTICE FROM THE
OTC BULLETIN BOARD THAT THE COMPANY IS NOT IN COMPLIANCE WITH THE RULES OR
REQUIREMENTS THEREOF.
THE ISSUANCE AND SALE OF THE SHARES UNDER THIS AGREEMENT
DOES NOT CONTRAVENE THE RULES AND REGULATIONS OF THE OTC BULLETIN BOARD, AND NO
APPROVAL OF THE STOCKHOLDERS OF THE COMPANY IS REQUIRED FOR THE COMPANY TO ISSUE
THE SHARES AS CONTEMPLATED BY THIS AGREEMENT.
4.11
ENVIRONMENTAL MATTERS.
"ENVIRONMENTAL LAWS"
SHALL MEAN, COLLECTIVELY, ALL LEGAL REQUIREMENTS, INCLUDING ANY FEDERAL, STATE,
LOCAL OR FOREIGN STATUTE, LAWS, RULE, REGULATION, ORDINANCE, CODE, POLICY OR
RULE OF COMMON LAW OR ANY JUDICIAL OR ADMINISTRATIVE INTERPRETATION THEREOF,
INCLUDING ANY JUDICIAL OR ADMINISTRATIVE ORDER, CONSENT, DECREE OR JUDGMENT,
RELATING TO POLLUTION OR PROTECTION OF HUMAN HEALTH, THE ENVIRONMENT (INCLUDING,
WITHOUT LIMITATION, AMBIENT AIR, SURFACE WATER, GROUNDWATER, LAND SURFACE OR
SUBSURFACE STRATA) OR WILDLIFE, INCLUDING, WITHOUT LIMITATION, LAWS AND
REGULATIONS RELATING TO THE RELEASE OR THREATENED RELEASE OF CHEMICALS,
POLLUTANTS, CONTAMINANTS, WASTES, TOXIC SUBSTANCES, HAZARDOUS SUBSTANCES,
PETROLEUM OR PETROLEUM PRODUCTS (COLLECTIVELY, "HAZARDOUS MATERIALS") OR TO THE
MANUFACTURE, PROCESSING, DISTRIBUTION, USE, TREATMENT, STORAGE, DISPOSAL,
TRANSPORT OR HANDLING OF HAZARDOUS MATERIALS.
EXCEPT FOR SUCH MATTERS AS COULD
NOT, SINGLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT OR AS SET FORTH ON SCHEDULE 4.11: (I) THE COMPANY AND ITS
SUBSIDIARIES HAVE COMPLIED AND ARE IN COMPLIANCE WITH ALL APPLICABLE
ENVIRONMENTAL LAWS; (II) WITHOUT
10
LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND ITS SUBSIDIARIES HAVE
OBTAINED, HAVE COMPLIED, AND ARE IN COMPLIANCE WITH ALL PERMITS THAT ARE
REQUIRED PURSUANT TO ENVIRONMENTAL LAWS FOR THE OCCUPATION OF THEIR RESPECTIVE
FACILITIES AND THE OPERATION OF THEIR RESPECTIVE BUSINESSES; (III) NONE OF THE
COMPANY OR ITS SUBSIDIARIES HAS RECEIVED ANY WRITTEN NOTICE, REPORT OR OTHER
INFORMATION REGARDING ANY ACTUAL OR ALLEGED VIOLATION OF ENVIRONMENTAL LAWS, OR
ANY LIABILITIES OR POTENTIAL LIABILITIES (INCLUDING FINES, PENALTIES, COSTS AND
EXPENSES), INCLUDING ANY INVESTIGATORY, REMEDIAL OR CORRECTIVE OBLIGATIONS,
RELATING TO ANY OF THEM OR THEIR RESPECTIVE FACILITIES ARISING UNDER
ENVIRONMENTAL LAWS, NOR, TO THE KNOWLEDGE OF THE COMPANY IS THERE ANY FACTUAL
BASIS THEREFORE; (IV) THERE ARE NO UNDERGROUND STORAGE TANKS, POLYCHLORINATED
BIPHENYLS, UREA FORMALDEHYDE OR OTHER HAZARDOUS SUBSTANCES (OTHER THAN SMALL
QUANTITIES OF HAZARDOUS SUBSTANCES FOR USE IN THE ORDINARY COURSE OF THE
OPERATION OF THE COMPANY'S AND ITS SUBSIDIARIES' RESPECTIVE BUSINESSES, WHICH
ARE STORED AND MAINTAINED IN ACCORDANCE AND IN COMPLIANCE WITH ALL APPLICABLE
ENVIRONMENTAL LAWS), IN, ON, OVER, UNDER OR AT ANY REAL PROPERTY OWNED OR
OPERATED BY THE COMPANY AND/OR ITS SUBSIDIARIES; (V) THERE ARE NO CONDITIONS
EXISTING AT ANY REAL PROPERTY OR WITH