THE COMPANY, ANY AGENT OR OTHER PERSON ACTING ON BEHALF OF THE
COMPANY, HAS (I) DIRECTLY OR INDIRECTLY, USED ANY CORRUPT FUNDS FOR UNLAWFUL
CONTRIBUTIONS, GIFTS, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSES RELATED TO
FOREIGN OR DOMESTIC POLITICAL ACTIVITY, (II) MADE ANY UNLAWFUL PAYMENT TO
FOREIGN OR DOMESTIC GOVERNMENT OFFICIALS OR EMPLOYEES OR TO ANY FOREIGN OR
DOMESTIC POLITICAL PARTIES OR CAMPAIGNS FROM CORPORATE FUNDS, (III) FAILED TO
9
DISCLOSE FULLY ANY CONTRIBUTION MADE BY THE COMPANY (OR MADE BY ANY PERSON
ACTING ON ITS BEHALF OF WHICH THE COMPANY IS AWARE) WHICH IS IN VIOLATION OF
LAW, OR (IV) VIOLATED IN ANY MATERIAL RESPECT ANY PROVISION OF THE FOREIGN
CORRUPT PRACTICES ACT OF 1977, AS AMENDED.
(DD)
NO REGISTRATION RIGHTS.
UPON THE FILING OF THE REGISTRATION
STATEMENT (AS DEFINED BELOW), NO PERSON WILL HAVE THE RIGHT, WHICH RIGHT HAS NOT
BEEN WAIVED, TO REQUIRE THE COMPANY TO REGISTER ANY SECURITIES FOR SALE UNDER
THE SECURITIES ACT BY REASON OF THE FILING OF THE REGISTRATION STATEMENT WITH
THE COMMISSION OR THE ISSUANCE AND SALE OF THE SECURITIES.
(EE)
SUBSIDIARY REPRESENTATIONS.
THE COMPANY MAKES EACH OF THE
REPRESENTATIONS CONTAINED IN SECTIONS 3(A), (B), (D), (E), (F), (H), (J), (K),
(M), (Q), (R), (S), (U), (T), (X), (Y), (AA), (BB) AND (CC) OF THIS AGREEMENT,
AS SAME RELATE TO EACH SUBSIDIARY OF THE COMPANY, WITH THE SAME QUALIFICATIONS
TO EACH SUCH REPRESENTATION.
(FF)
CORRECTNESS OF REPRESENTATIONS.
THE COMPANY REPRESENTS THAT THE
FOREGOING REPRESENTATIONS AND WARRANTIES ARE TRUE AND CORRECT AS OF THE DATE
HEREOF IN ALL MATERIAL RESPECTS, AND, UNLESS THE COMPANY OTHERWISE NOTIFIES THE
PURCHASERS PRIOR TO THE CLOSING DATE, SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF THE CLOSING DATE.
4.
REGULATION D OFFERING.
THE OFFER AND ISSUANCE OF THE SECURITIES
TO THE PURCHASERS IS BEING MADE PURSUANT TO THE EXEMPTION FROM THE REGISTRATION
PROVISIONS OF THE 1933 ACT AFFORDED BY SECTION 4(2) OF THE 1933 ACT AND/OR RULE
506 OF REGULATION D PROMULGATED THEREUNDER.
ON THE CLOSING DATE, THE COMPANY
WILL PROVIDE AN OPINION REASONABLY ACCEPTABLE TO THE PURCHASERS FROM THE
COMPANY'S LEGAL COUNSEL OPINING ON THE AVAILABILITY OF AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT AS IT RELATES TO THE OFFER AND ISSUANCE OF THE
SECURITIES AND OTHER MATTERS REASONABLY REQUESTED BY PURCHASERS.
5.
CONDITIONS.
THE OBLIGATION OF EACH PURCHASER TO PURCHASE AND
ACQUIRE THE SECURITIES HEREUNDER SHALL BE SUBJECT TO THE CONDITION THAT ALL
REPRESENTATIONS AND WARRANTIES AND OTHER STATEMENTS OF THE COMPANY SHALL BE TRUE
AND CORRECT AS OF AND ON EACH OF THE DATE OF THIS AGREEMENT AND THE DATE OF THE
CLOSING, THE CONDITION THAT THE COMPANY SHALL HAVE PERFORMED ALL OF ITS
OBLIGATIONS HEREUNDER THERETOFORE TO BE PERFORMED, AND THE DELIVERY OF THE LEGAL
OPINION DESCRIBED IN SECTION 4 ABOVE.
6.
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
NOTWITHSTANDING ANY INVESTIGATION MADE BY ANY PARTY TO THIS AGREEMENT, ALL
COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY AND
THE PURCHASERS HEREIN SHALL SURVIVE THE EXECUTION OF THIS AGREEMENT, THE