NEITHER THE COMPANY NOR ANY SUBSIDIARY, NOR ANY DIRECTOR OR OFFICER
THEREOF, IS OR HAS BEEN THE SUBJECT OF ANY ACTION INVOLVING A CLAIM OF VIOLATION
OF OR LIABILITY UNDER FEDERAL OR STATE SECURITIES LAWS OR A CLAIM OF BREACH OF
FIDUCIARY DUTY.
THERE HAS NOT BEEN, AND TO THE KNOWLEDGE OF THE COMPANY OR ANY
SUBSIDIARY, THERE IS NOT PENDING OR CONTEMPLATED, ANY INVESTIGATION BY THE
COMMISSION INVOLVING THE COMPANY OR ANY SUBSIDIARY OR ANY CURRENT OR FORMER
DIRECTOR OR OFFICER OF THE COMPANY OR ANY SUBSIDIARY.
THE COMMISSION HAS NOT
ISSUED ANY STOP ORDER OR OTHER ORDER SUSPENDING THE EFFECTIVENESS OF ANY
REGISTRATION STATEMENT FILED BY THE COMPANY OR ANY SUBSIDIARY UNDER THE EXCHANGE
ACT OR THE SECURITIES ACT.
(K)
LABOR RELATIONS.
NO MATERIAL LABOR DISPUTE EXISTS OR, TO THE
KNOWLEDGE OF THE COMPANY OR SUBSIDIARY, IS IMMINENT WITH RESPECT TO ANY OF THE
EMPLOYEES OF THE COMPANY OR ANY SUBSIDIARY WHICH COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
(L)
COMPLIANCE, MATERIAL CONTRACTS.
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
11
UNDER OR THAT IT IS IN VIOLATION OF, ANY INDENTURE, LOAN OR CREDIT AGREEMENT,
SERVICES, MARKETING OR PROCESSING 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, OR (III) IS OR HAS BEEN IN
VIOLATION OF ANY STATUTE, RULE OR REGULATION OF ANY GOVERNMENTAL AUTHORITY,
INCLUDING WITHOUT LIMITATION ALL FOREIGN, FEDERAL, STATE AND LOCAL LAWS
APPLICABLE TO ITS BUSINESS EXCEPT IN EACH CASE AS COULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
SCHEDULE 3.1(L) CONTAINS A TRUE, CORRECT AND COMPLETE LIST OF
ALL CONTRACTS WHICH ARE MATERIAL TO THE OPERATION OF THE BUSINESS OF THE COMPANY
OR ANY SUBSIDIARY ("MATERIAL CONTRACTS").
EXCEPT AS SET FORTH ON SCHEDULE
3.1(L), EACH MATERIAL CONTRACT IS IN FULL FORCE AND EFFECT AND IS ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS, AND NO MATERIAL DEFAULTS ENFORCEABLE AGAINST THE
COMPANY OR ANY SUBSIDIARY EXIST THEREUNDER.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY HAS RECEIVED NOTICE FROM ANY PARTY TO ANY MATERIAL CONTRACT STATING
THAT IT INTENDS TO TERMINATE OR AMEND SUCH CONTRACT.
(M)
REGULATORY PERMITS AND LICENSES.
THE COMPANY AND THE SUBSIDIARIES
POSSESS ALL CERTIFICATES, AUTHORIZATIONS, MEMBERSHIPS, SPONSORSHIPS AND PERMITS
ISSUED BY THE APPROPRIATE FEDERAL, STATE, LOCAL OR FOREIGN REGULATORY
AUTHORITIES OR OTHER PERSON NECESSARY TO CONDUCT THEIR RESPECTIVE BUSINESSES AND
ARE IN GOOD STANDING UNDER ALL SUCH CERTIFICATES, AUTHORIZATIONS, MEMBERSHIPS,
SPONSORSHIP AND PERMITS, EXCEPT WHERE THE FAILURE TO POSSESS SUCH PERMITS COULD
NOT HAVE OR