PRESENTLY CONDUCTED AND THAT ARE MATERIAL TO THE BUSINESS OF THE
COMPANY OR SUCH COMPANY SUBSIDIARY; AND ALL SUCH MATERIAL PERMITS, LICENSES,
CERTIFICATES OF AUTHORITY, ORDERS AND APPROVALS ARE IN FULL FORCE AND EFFECT
AND, TO THE KNOWLEDGE OF THE COMPANY, NO MATERIAL SUSPENSION OR CANCELLATION OF
ANY OF THEM IS THREATENED, AND ALL SUCH FILINGS, APPLICATIONS AND REGISTRATIONS
ARE CURRENT;
(3)
CURRENTLY IS COMPLYING WITH AND IS NOT
UNDER INVESTIGATION WITH RESPECT TO OR, TO THE KNOWLEDGE OF THE COMPANY, HAS
BEEN THREATENED BY ANY GOVERNMENTAL ENTITY TO BE CHARGED WITH OR GIVEN NOTICE OF
ANY MATERIAL VIOLATION OF, ALL APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN
LAWS, REGULATIONS, RULES, JUDGMENTS, INJUNCTIONS OR DECREES;
(4)
HAS, EXCEPT FOR STATUTORY OR REGULATORY
RESTRICTIONS OF GENERAL APPLICATION, NOT BEEN PLACED UNDER ANY MATERIAL
RESTRICTION BY A GOVERNMENTAL ENTITY ON ITS BUSINESS OR PROPERTIES, AND EXCEPT
FOR ROUTINE EXAMINATIONS BY APPLICABLE GOVERNMENTAL ENTITIES, AS OF THE DATE OF
THIS AGREEMENT, RECEIVED NO NOTIFICATION OR COMMUNICATION FROM ANY GOVERNMENTAL
ENTITY THAT AN INVESTIGATION BY ANY GOVERNMENTAL ENTITY WITH RESPECT TO THE
COMPANY OR ANY OF THE COMPANY SUBSIDIARIES IS PENDING OR THREATENED;
(5)
HAS NOT, SINCE JANUARY 1, 2006 NOR TO ITS
KNOWLEDGE, HAS ANY OTHER PERSON ON BEHALF OF THE COMPANY OR ANY COMPANY
SUBSIDIARY THAT QUALIFIES AS A "FINANCIAL INSTITUTION" UNDER THE U.S. ANTI-MONEY
LAUNDERING LAWS, KNOWINGLY ACTED, BY ITSELF OR IN CONJUNCTION WITH ANOTHER, IN
ANY ACT IN CONNECTION WITH THE CONCEALMENT OF ANY CURRENCY, SECURITIES OR OTHER
PROPRIETARY INTEREST THAT IS THE RESULT OF A FELONY AS DEFINED IN THE U.S.
ANTI-MONEY LAUNDERING LAWS ("UNLAWFUL GAINS"), NOR KNOWINGLY ACCEPTED,
TRANSPORTED, STORED, DEALT IN OR BROKERED ANY SALE, PURCHASE OR ANY TRANSACTION
OF OTHER NATURE FOR UNLAWFUL GAINS;
(6)
TO THE EXTENT IT QUALIFIES AS A "FINANCIAL
INSTITUTION" UNDER THE U.S. ANTI-MONEY LAUNDERING LAWS, HAS IMPLEMENTED IN ALL
MATERIAL RESPECTS SUCH ANTI-MONEY LAUNDERING MECHANISMS AND KEPT AND FILED ALL
MATERIAL REPORTS AND OTHER NECESSARY
16
MATERIAL DOCUMENTS AS REQUIRED BY, AND OTHERWISE COMPLIED IN ALL MATERIAL
RESPECTS WITH, THE U.S. ANTI-MONEY LAUNDERING LAWS AND THE RULES AND REGULATIONS
THEREUNDER; AND
(7)
IS PRESENTLY INSURED, AND DURING EACH OF
THE PAST TWO CALENDAR YEARS (OR DURING SUCH LESSER PERIOD OF TIME AS THE COMPANY
HAS OWNED SUCH COMPANY SUBSIDIARY) HAS BEEN INSURED, FOR REASONABLE AMOUNTS
WITH, TO THE KNOWLEDGE OF THE COMPANY, FINANCIALLY SOUND AND REPUTABLE INSURANCE
COMPANIES AGAINST SUCH RISKS AS COMPANIES ENGAGED IN A SIMILAR BUSINESS WOULD,
IN ACCORDANCE WITH INDUSTRY PRACTICE, CUSTOMARILY BE INSURED.
(O)
LABOR.
EMPLOYEES OF THE COMPANY AND THE
COMPANY SUBSIDIARIES ARE NOT REPRESENTED BY ANY LABOR UNION NOR ARE ANY
COLLECTIVE BARGAINING AGREEMENTS OTHERWISE IN EFFECT WITH RESPECT TO SUCH
EMPLOYEES.
NO LABOR ORGANIZATION OR GROUP OF EMPLOYEES OF THE COMPANY OR ANY
COMPANY SUBSIDIARY HAS MADE A PENDING DEMAND FOR RECOGNITION OR CERTIFICATION,
AND THERE ARE NO REPRESENTATION OR CERTIFICATION PROCEEDINGS OR PETITIONS
SEEKING A REPRESENTATION PROCEEDING PRESENTLY PENDING OR, TO THE COMPANY'S
KNOWLEDGE, THREATENED TO BE BROUGHT OR FILED WITH THE NATIONAL