SUCH PATENTS, PATENT RIGHTS, LICENSES, INVENTIONS, COPYRIGHTS,
KNOW-HOW (INCLUDING TRADE SECRETS AND OTHER UNPATENTED AND/OR UNPATENTABLE
PROPRIETARY OR CONFIDENTIAL INFORMATION, SYSTEMS OR PROCEDURES), TRADEMARKS,
SERVICE MARKS AND TRADE NAMES WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND NONE OF THE
COMPANY NOR ITS SIGNIFICANT SUBSIDIARIES HAS RECEIVED ANY NOTICE OF INFRINGEMENT
OF OR CONFLICT WITH ASSERTED RIGHTS OF OTHERS WITH RESPECT TO ANY OF THE
FOREGOING WHICH, INDIVIDUALLY OR IN THE AGGREGATE, IF SUBJECT TO ANY UNFAVORABLE
DECISION, RULING OR FINDING, WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(FF)
ENVIRONMENTAL LAWS.
THE COMPANY AND ITS SUBSIDIARIES ARE IN
COMPLIANCE WITH ANY AND ALL APPLICABLE FOREIGN, FEDERAL, STATE AND LOCAL LAWS
AND REGULATIONS RELATING TO THE PROTECTION OF HUMAN HEALTH AND SAFETY, THE
ENVIRONMENT OR HAZARDOUS OR TOXIC SUBSTANCES OR WASTES, POLLUTANTS OR
CONTAMINANTS ("ENVIRONMENTAL LAWS"); (II) HAVE RECEIVED ALL PERMITS, LICENSES OR
OTHER APPROVALS REQUIRED OF THEM UNDER APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT
THEIR RESPECTIVE BUSINESSES; AND (III) ARE IN COMPLIANCE WITH ALL TERMS AND
CONDITIONS OF ANY SUCH PERMIT, LICENSE OR APPROVAL, EXCEPT WHERE SUCH
10
NONCOMPLIANCE WITH ENVIRONMENTAL LAWS, FAILURE TO RECEIVE REQUIRED PERMITS,
LICENSES OR OTHER APPROVALS OR FAILURE TO COMPLY WITH THE TERMS AND CONDITIONS
OF SUCH PERMITS, LICENSES OR APPROVALS WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(GG)
TAXES.
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAVE FILED ALL
FEDERAL AND ALL MATERIAL STATE, LOCAL AND FOREIGN TAX RETURNS REQUIRED TO BE
FILED THROUGH THE DATE HEREOF, SUBJECT TO PERMITTED EXTENSIONS, WHICH RETURNS
ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS, AND HAVE PAID ALL TAXES DUE,
AND NEITHER THE COMPANY NOR ANY SUBSIDIARY IS IN DEFAULT IN THE PAYMENT OF ANY
TAXES WHICH WERE PAYABLE PURSUANT TO SAID RETURNS OR ANY ASSESSMENTS WITH
RESPECT THERETO, EXCEPT FOR ANY SUCH TAXES OR ASSESSMENTS WHICH ARE BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH APPROPRIATE
RESERVES, IF ANY, HAVE BEEN ESTABLISHED IN ACCORDANCE WITH GAAP AND STATUTORY
ACCOUNTING PRINCIPLES, AND NO TAX DEFICIENCY HAS BEEN DETERMINED ADVERSELY TO
THE COMPANY OR ANY OF ITS SUBSIDIARIES, NOR DOES THE COMPANY HAVE ANY KNOWLEDGE
OF ANY TAX DEFICIENCIES THAT HAVE BEEN, OR COULD REASONABLY BE EXPECTED TO BE,
ASSERTED AGAINST THE COMPANY THAT WOULD, IN THE AGGREGATE, REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(HH)
EMPLOYEE BENEFITS.
THE COMPANY AND ITS SUBSIDIARIES ARE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL PRESENTLY APPLICABLE PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, INCLUDING THE
REGULATIONS AND PUBLISHED INTERPRETATIONS THEREUNDER ("ERISA"); NO "REPORTABLE
EVENT" (AS DEFINED IN ERISA) HAS OCCURRED WITH RESPECT TO ANY "PENSION PLAN" (AS
DEFINED IN ERISA) FOR WHICH THE COMPANY AND ITS SUBSIDIARIES WOULD HAVE ANY
MATERIAL LIABILITY; THE COMPANY AND ITS SUBSIDIARIES HAVE NOT INCURRED AND DO
NOT EXPECT TO INCUR ANY MATERIAL LIABILITY UNDER (I) TITLE IV OF ERISA WITH
RESPECT TO TERMINATION