BOXES.
SCHEDULE 3.25
DISCLOSES THE TITLE AND NUMBER OF EACH BANK OR OTHER DEPOSIT OR FINANCIAL
ACCOUNT, AND EACH LOCK BOX AND SAFETY DEPOSIT BOX USED BY PARENT, THE FINANCIAL
INSTITUTION AT WHICH THAT ACCOUNT OR BOX IS MAINTAINED AND THE NAMES OF THE
PERSONS AUTHORIZED TO DRAW AGAINST THE ACCOUNT OR OTHERWISE HAVE ACCESS TO THE
ACCOUNT OR BOX, AS THE CASE MAY BE.
3.26
INTELLECTUAL PROPERTY.
PARENT DOES NOT OWN, USE OR
LICENSE ANY INTELLECTUAL PROPERTY IN ITS BUSINESS AS PRESENTLY CONDUCTED, EXCEPT
AS SET FORTH IN SCHEDULE 3.26.
3.27
PARENT HAS NO STOCK OPTION PLANS EXCEPT THE CLEAR SYSTEM
RECYCLING, INC. 2012 INCENTIVE COMPENSATION PLAN (THE "PARENT INCENTIVE PLAN"),
WHICH WILL BE ADOPTED PRIOR TO THE CLOSING. PARENT HAS MADE NO GRANTS UNDER THE
PARENT INCENTIVE PLAN. PARENT HAS NO EMPLOYEE BENEFIT PLANS OR ARRANGEMENTS
COVERING THEIR PRESENT AND FORMER EMPLOYEES OR PROVIDING BENEFITS TO SUCH
PERSONS IN RESPECT OF SERVICES PROVIDED TO PARENT. NEITHER THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY ALONE, NOR IN COMBINATION WITH ANOTHER
EVENT, WITH RESPECT TO EACH DIRECTOR, OFFICER, EMPLOYEE AND CONSULTANT OF
PARENT, WILL RESULT IN (A) ANY PAYMENT (INCLUDING, WITHOUT LIMITATION,
SEVERANCE, UNEMPLOYMENT COMPENSATION OR BONUS PAYMENTS) BECOMING DUE FROM
PARENT, (B) ANY INCREASE IN THE AMOUNT OF COMPENSATION OR BENEFITS PAYABLE TO
ANY SUCH INDIVIDUAL OR (C) ANY ACCELERATION OF THE VESTING OR TIMING OF PAYMENT
OF COMPENSATION PAYABLE TO ANY SUCH INDIVIDUAL. NO AGREEMENT, ARRANGEMENT OR
OTHER CONTRACT OF PARENT PROVIDES BENEFITS OR PAYMENTS CONTINGENT UPON,
TRIGGERED BY, OR INCREASED AS A RESULT OF A CHANGE IN THE OWNERSHIP OR EFFECTIVE
CONTROL OF PARENT.
3.28
NO REPRESENTATION OR WARRANTY BY PARENT HEREIN AND NO
INFORMATION DISCLOSED IN THE SCHEDULES OR EXHIBITS HERETO BY PARENT WHEN
CONSIDERED AS A WHOLE TOGETHER WITH ALL OTHER INFORMATION FURNISHED TO THE
COMPANY CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN
MISLEADING.
ARTICLE 4
ADDITIONAL AGREEMENTS
4.1
WITHIN FOUR (4) BUSINESS DAYS FOLLOWING THE EXECUTION
HEREOF, THE PARENT SHALL PREPARE FILE WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION A CURRENT REPORT ON FORM 8-K DISCLOSING THE ENTRY INTO THIS
AGREEMENT. UPON THE CLOSING OF THE MERGER, THE PARENT SHALL COOPERATE IN THE
FILING OF THE CURRENT REPORT ON FORM 8-K DISCLOSING THE CLOSING OF THE MERGER,
THE CHANGE IN CONTROL OF THE PARENT, DEPARTURE OF DIRECTORS, ELECTION OF
DIRECTORS, UNREGISTERED SALES OF EQUITY SECURITIES, CHANGES IN PARENT'S
CERTIFYING ACCOUNTANT AND ANY OTHER REPORTABLE EVENT CONTEMPLATED BY THE MERGER.
4.2
THE COMPANY AND PARENT SHALL EACH AFFORD TO THE OTHER
AND TO THE OTHER'S ACCOUNTANTS, COUNSEL AND OTHER REPRESENTATIVES FULL ACCESS,
DURING NORMAL BUSINESS HOURS THROUGHOUT THE PERIOD PRIOR TO THE CLOSING, AND
SUBSEQUENT TO THE CLOSING UNTIL ALL PRE-CLOSING FILING REQUIREMENTS ARE MET,
SOLELY FOR THE PURPOSES OF FILING ANY DOCUMENTS REQUIRED TO BE FILED WITH THE
COMMISSION, TO ALL OF ITS PROPERTIES, BOOKS, CONTRACTS, COMMITMENTS AND RECORDS
(INCLUDING BUT NOT LIMITED TO TAX RETURNS)