THAT
HAS NOT BEEN PUBLICLY DISCLOSED AT LEAST ONE TRADING DAY PRIOR TO THE DATE THAT
THIS REPRESENTATION IS MADE.
(L)
ENVIRONMENTAL MATTERS. TO THE COMPANY'S KNOWLEDGE, NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES (I) IS IN VIOLATION OF ANY STATUTE, RULE,
REGULATION, DECISION OR ORDER OF ANY GOVERNMENTAL AGENCY OR BODY OR ANY COURT,
DOMESTIC OR FOREIGN, RELATING TO THE USE, DISPOSAL OR RELEASE OF HAZARDOUS OR
TOXIC SUBSTANCES OR RELATING TO THE PROTECTION OR RESTORATION OF THE ENVIRONMENT
OR HUMAN EXPOSURE TO HAZARDOUS OR TOXIC SUBSTANCES (COLLECTIVELY, "ENVIRONMENTAL
LAWS"), (II) OWNS OR OPERATES ANY REAL PROPERTY CONTAMINATED WITH ANY SUBSTANCE
THAT IS IN VIOLATION OF ANY ENVIRONMENTAL LAWS, (III) IS LIABLE FOR ANY OFF-SITE
DISPOSAL OR CONTAMINATION PURSUANT TO ANY ENVIRONMENTAL LAWS, OR (IV) IS SUBJECT
TO ANY CLAIM RELATING TO ANY ENVIRONMENTAL LAWS; WHICH VIOLATION, CONTAMINATION,
LIABILITY OR CLAIM HAS HAD OR WOULD HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT; AND, TO THE COMPANY'S KNOWLEDGE, THERE IS NO PENDING OR
THREATENED INVESTIGATION THAT MIGHT LEAD TO SUCH A CLAIM.
(M)
LITIGATION. TO THE COMPANY'S KNOWLEDGE, THERE IS NO ACTION WHICH
(I) ADVERSELY AFFECTS OR CHALLENGES THE LEGALITY, VALIDITY OR ENFORCEABILITY OF
ANY OF THE TRANSACTION DOCUMENTS OR THE SHARES OR (II) EXCEPT AS SPECIFICALLY
DISCLOSED IN THE SEC REPORTS, COULD, IF THERE WERE AN UNFAVORABLE DECISION,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT. THE COMMISSION
HAS NOT ISSUED ANY STOP ORDER OR OTHER ORDER SUSPENDING THE EFFECTIVENESS OF ANY
REGISTRATION STATEMENT FILED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES UNDER THE
EXCHANGE ACT OR THE SECURITIES ACT.
(N)
EMPLOYMENT MATTERS. NO MATERIAL LABOR DISPUTE EXISTS OR, TO THE
COMPANY'S KNOWLEDGE, IS IMMINENT WITH RESPECT TO ANY OF THE EMPLOYEES OF THE
COMPANY WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT. NONE OF THE COMPANY'S
EMPLOYEES IS A MEMBER OF A UNION THAT RELATES TO SUCH EMPLOYEE'S RELATIONSHIP
WITH THE COMPANY, AND NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS A PARTY
TO A COLLECTIVE BARGAINING AGREEMENT, AND THE COMPANY AND EACH SUBSIDIARY
BELIEVES THAT ITS RELATIONSHIP WITH ITS EMPLOYEES IS GOOD. NO EXECUTIVE OFFICER
OF THE COMPANY (AS DEFINED IN RULE 501(F) OF THE 1933 ACT) HAS NOTIFIED THE
COMPANY THAT SUCH OFFICER INTENDS TO LEAVE THE COMPANY OR OTHERWISE TERMINATE
SUCH OFFICER'S EMPLOYMENT WITH THE COMPANY. TO THE COMPANY'S KNOWLEDGE, IT IS IN
COMPLIANCE WITH ALL U.S. FEDERAL, STATE, LOCAL AND FOREIGN LAWS AND REGULATIONS
RELATING TO EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF
EMPLOYMENT AND WAGES AND HOURS, EXCEPT WHERE THE FAILURE TO BE IN COMPLIANCE
WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(O)
COMPLIANCE. NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES (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
13
BOTH, WOULD RESULT IN A DEFAULT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES
UNDER), NOR HAS THE COMPANY