INVESTIGATION BEFORE OR BY THE PRINCIPAL MARKET, ANY COURT, PUBLIC BOARD,
GOVERNMENT AGENCY, SELF-REGULATORY ORGANIZATION OR BODY PENDING OR, TO THE
KNOWLEDGE OF THE COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY, THE
COMMON STOCK OR ANY OF THE COMPANY'S SUBSIDIARIES OR ANY OF THE COMPANY'S OR THE
COMPANY'S SUBSIDIARIES' OFFICERS OR DIRECTORS IN THEIR CAPACITIES AS SUCH.
(U)
INSURANCE.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES ARE INSURED BY INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY
AGAINST SUCH LOSSES AND RISKS AND IN SUCH AMOUNTS AS MANAGEMENT OF THE COMPANY
BELIEVES TO BE PRUDENT AND CUSTOMARY IN THE BUSINESSES IN WHICH THE COMPANY AND
ITS SUBSIDIARIES ARE ENGAGED.
NEITHER THE COMPANY NOR ANY SUCH SUBSIDIARY HAS
BEEN REFUSED ANY INSURANCE COVERAGE SOUGHT OR APPLIED FOR AND NEITHER THE
COMPANY NOR ANY SUCH SUBSIDIARY HAS ANY REASON TO BELIEVE THAT IT WILL NOT BE
ABLE TO RENEW ITS EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES
OR TO OBTAIN SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO
CONTINUE ITS BUSINESS AT A COST THAT WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(V)
EMPLOYEE RELATIONS.
(I)
EXCEPT AS
DISCLOSED IN SCHEDULE 3(V), NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS A
PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR EMPLOYS ANY MEMBER OF A UNION.
THE COMPANY AND ITS SUBSIDIARIES BELIEVE THAT THEIR RELATIONS WITH THEIR
EMPLOYEES ARE GOOD.
EXCEPT AS DISCLOSED IN SCHEDULE 3(V), NO EXECUTIVE OFFICER
OF THE COMPANY (AS DEFINED IN RULE 501(F) OF THE 1933 ACT) HAS NOTIFIED THE
COMPANY
13
THAT SUCH OFFICER INTENDS TO LEAVE THE COMPANY OR OTHERWISE TERMINATE SUCH
OFFICER'S EMPLOYMENT WITH THE COMPANY.
NO EXECUTIVE OFFICER OF THE COMPANY, TO
THE KNOWLEDGE OF THE COMPANY, IS, OR IS NOW EXPECTED TO BE, IN VIOLATION OF ANY
MATERIAL TERM OF ANY EMPLOYMENT CONTRACT, CONFIDENTIALITY, DISCLOSURE OR
PROPRIETARY INFORMATION AGREEMENT, NON-COMPETITION AGREEMENT, OR ANY OTHER
CONTRACT OR AGREEMENT OR ANY RESTRICTIVE COVENANT, AND THE CONTINUED EMPLOYMENT
OF EACH SUCH EXECUTIVE OFFICER DOES NOT SUBJECT THE COMPANY OR ANY OF ITS
SUBSIDIARIES TO ANY LIABILITY WITH RESPECT TO ANY OF THE FOREGOING MATTERS.
(II)
THE COMPANY AND ITS SUBSIDIARIES ARE IN
COMPLIANCE WITH ALL FEDERAL, STATE, LOCAL AND FOREIGN LAWS AND REGULATIONS
RESPECTING LABOR, EMPLOYMENT AND EMPLOYMENT PRACTICES AND BENEFITS, TERMS AND
CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS, EXCEPT WHERE FAILURE TO BE IN
COMPLIANCE WOULD NOT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(W)
TITLE.
THE COMPANY AND ITS SUBSIDIARIES HAVE
GOOD AND MARKETABLE TITLE IN FEE SIMPLE TO ALL REAL PROPERTY AND GOOD AND
MARKETABLE TITLE TO ALL PERSONAL PROPERTY OWNED BY THEM WHICH IS MATERIAL TO THE
BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES, IN EACH CASE FREE AND CLEAR OF ALL
LIENS, ENCUMBRANCES AND DEFECTS EXCEPT SUCH AS DO NOT MATERIALLY AFFECT THE
VALUE OF SUCH PROPERTY AND DO NOT INTERFERE WITH THE USE MADE AND PROPOSED TO BE
MADE OF SUCH PROPERTY BY THE COMPANY AND ANY OF ITS