SUBJECT TO ANY OTHER LEASE, SUBLEASE, LICENSE
OR OTHER AGREEMENT GRANTING TO ANY OTHER PERSON ANY RIGHTS TO USE OR OCCUPY SUCH
REAL PROPERTY; AND THERE IS NO MATERIAL REAL PROPERTY THAT IS REQUIRED FOR OR
USED IN THE BUSINESS, EXCEPT FOR THE PROPERTY LEASED UNDER THE SUBLEASE
AGREEMENT DETAILED IN SCHEDULE 4.9.
SECTION 4.10
COMPLIANCE WITH LAW. EACH OF THE ACQUIRED COMPANIES HAS
COMPLIED WITH ALL APPLICABLE LAWS INCLUDING EXPORT CONTROL LAWS AND REQUIREMENTS
OF LAW OF ANY JURISDICTION RELATING TO MONEY LAUNDERING AND DATA PROTECTION,
INCLUDING WITH RESPECT TO PERSONAL DATA, AND EACH OF THE ACQUIRED COMPANIES,
DIRECTLY OR INDIRECTLY, MAINTAINS ADEQUATE GOVERNANCE AND CONTROL PROCESSES TO
IDENTIFY NONCOMPLIANCE WITH ANY MATERIAL REQUIREMENT OF LAW.
SECTION 4.11
NEWLY FORMED; NO OPERATION; NO CONTRACTS.
EACH OF THE
ACQUIRED COMPANIES WAS ORGANIZED ON THE DATE, AND DID NOT CONDUCT ANY BUSINESS
UNTIL THE DATE, EACH AS SET FORTH ON SCHEDULE 4.11 AND, BUT FOR THE SUBLEASE
AGREEMENT SET FORTH ON SCHEDULE 4.9, HAS NOT ENTERED INTO A CONTRACT OF ANY
KIND, EXCEPT AS SET FORTH ON SCHEDULE 4.11.
10
SECTION 4.12
NO EMPLOYEES.
NEITHER OF THE ACQUIRED
COMPANIES HAS NOW, OR EVER HAD SINCE THE DATE OF ITS ORGANIZATION AS A LEGAL
ENTITY, ANY EMPLOYEES EXCEPT AS SET FORTH IN SCHEDULE 4.12.
SECTION 4.13
LITIGATION AND COMPLIANCE WITH LAW.
NONE OF THE ACQUIRED COMPANIES OR THE GE USER IS CURRENTLY INVOLVED IN A CIVIL,
CRIMINAL, LABOR, TAX-RELATED,
ARBITRATION, ADMINISTRATIVE OR OTHER PROCEEDING
AND NO SUCH CLAIM HAS BEEN THREATENED AND NO EVENT HAS OCCURRED OR CIRCUMSTANCE
EXISTS THAT MAY GIVE RISE TO OR SERVE AS A BASIS FOR THE COMMENCEMENT OF ANY
SUCH PROCEEDING.
THERE IS NO INVESTIGATION BY ANY GOVERNMENTAL AUTHORITY
PENDING OR THREATENED OR ANY ACTION, SUIT, PROCEEDING, CLAIM, CHARGE,
ARBITRATION OR OTHER LITIGATION OR ADMINISTRATIVE ACTION THREATENED AGAINST ANY
ACQUIRED COMPANY OR GE USER.
THERE IS NO ACTION, SUIT, PROCEEDING, CLAIM,
ARBITRATION OR OTHER LITIGATION BY ANY ACQUIRED COMPANY OR GE USER PENDING OR
WHICH ANY ACQUIRED COMPANY INTENDS TO INITIATE, AGAINST ANY OTHER PERSON.
SECTION 4.14
BROKERAGE OR COMMISSIONS.
NO PERSON
IS ENTITLED TO RECEIVE A SUCCESS FEE, FINDER'S FEE, BROKERAGE OR COMMISSION FROM
OR THROUGH THE SELLERS IN CONNECTION WITH THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREUNDER AND
THEREUNDER NOR ARE THE ACQUIRED COMPANIES OR THE BUYERS LIABLE TO PAY ANY SUM
WHATSOEVER TO ANY OF THE SHAREHOLDERS, DIRECTORS, EMPLOYEES, AGENTS OR ADVISERS
(PAST OR PRESENT) OF EITHER SELLER OR EITHER ACQUIRED COMPANY IN CONNECTION WITH
THE SALE OF ANY OF THE PURCHASED SHARES OR OTHERWISE IN CONNECTION WITH THIS
AGREEMENT.
SECTION 4.15
NET INVESTMENT STATEMENT.
SCHEDULE
4.15 CONSTITUTES A NET INVESTMENT STATEMENT ("NET INVESTMENT STATEMENT") SETTING
FORTH (I) THE ACTUAL COST PAID BY SELLERS, ADMINISTRATOR OR GE USER OF ALL THE
ASSETS OF THE ACQUIRED COMPANIES AS WELL AS THE ASSETS TO BE TRANSFERRED TO THE
ACQUIRED COMPANIES IN ACCORDANCE WITH SECTION 7.5, AND (II) THE ACTUAL COSTS
PAID BY SELLERS, ADMINISTRATOR OR GE USER FOR