OTHER PROPERTY AND ASSETS ARE FREE AND CLEAR OF ALL
MORTGAGES, LIENS, PLEDGES, CHARGES OR ENCUMBRANCES OF ANY NATURE WHATSOEVER.
3.10
BOOKS AND RECORDS.
THE BOOKS OF ACCOUNT, MINUTE
BOOKS, STOCK RECORD BOOKS, AND OTHER RECORDS OF HAPS, COMPLETE COPIES OF WHICH
HAVE BEEN MADE AVAILABLE TO PGMI, HAVE BEEN PROPERLY KEPT AND CONTAIN NO
INACCURACIES EXCEPT FOR INACCURACIES THAT WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL EFFECT ON HAPS OR PGMI.
3.11
AGREEMENTS IN FORCE AND EFFECT.
EXCEPT AS SET
FORTH IN SCHEDULES D AND E, ALL MATERIAL CONTRACTS, AGREEMENTS, PLANS,
PROMISSORY NOTES, MORTGAGES, LEASES, POLICIES, LICENSES, FRANCHISES OR SIMILAR
INSTRUMENTS TO WHICH HAPS IS A PARTY ARE VALID AND IN FULL FORCE AND EFFECT ON
THE DATE HEREOF, AND HAPS HAS NOT BREACHED ANY MATERIAL PROVISION OF, AND IS NOT
IN DEFAULT IN ANY MATERIAL RESPECT UNDER THE TERMS OF, ANY SUCH CONTRACT,
AGREEMENT, PLAN, PROMISSORY NOTE, MORTGAGE, LEASE, POLICY, LICENSE, FRANCHISE OR
SIMILAR INSTRUMENT WHICH BREACH OR DEFAULT WOULD HAVE A MATERIAL ADVERSE EFFECT
UPON THE BUSINESS, OPERATIONS OR FINANCIAL CONDITION OF HAPS.
3.12
LEGAL PROCEEDINGS, ETC. EXCEPT AS SET FORTH IN
SCHEDULE K, THERE ARE NO CIVIL, CRIMINAL, ADMINISTRATIVE, ARBITRATION OR OTHER
SUCH PROCEEDINGS OR INVESTIGATIONS PENDING OR, TO THE KNOWLEDGE OF EITHER HAPS
OR THE SHAREHOLDERS THEREOF, THREATENED, IN WHICH, INDIVIDUALLY OR IN THE
AGGREGATE, AN ADVERSE DETERMINATION WOULD MATERIALLY AND ADVERSELY AFFECT THE
ASSETS, PROPERTIES, BUSINESS OR INCOME OF HAPS.
HAPS HAS SUBSTANTIALLY COMPLIED
WITH, AND IS NOT IN DEFAULT IN ANY MATERIAL RESPECT UNDER, ANY LAWS, ORDINANCES,
REQUIREMENTS, REGULATIONS OR ORDERS APPLICABLE TO ITS BUSINESSES.
3.13
GOVERNMENTAL REGULATION.
TO THE KNOWLEDGE OF
HAPS AND EXCEPT AS SET FORTH IN SCHEDULE K, HAPS IS NOT IN VIOLATION OF OR IN
DEFAULT WITH RESPECT TO ANY APPLICABLE LAW OR ANY APPLICABLE RULE, REGULATION,
ORDER, WRIT OR DECREE OF ANY COURT OR ANY GOVERNMENTAL COMMISSION, BOARD,
BUREAU, AGENCY OR INSTRUMENTALITY, OR DELINQUENT WITH RESPECT TO ANY REPORT
REQUIRED TO BE FILED WITH ANY GOVERNMENTAL COMMISSION, BOARD, BUREAU, AGENCY OR
INSTRUMENTALITY WHICH VIOLATION OR DEFAULT COULD HAVE A MATERIAL ADVERSE EFFECT
UPON THE BUSINESS, OPERATIONS OR FINANCIAL CONDITION OF HAPS.
3.14
BROKERS AND FINDERS.
HAPS SHALL BE SOLELY
RESPONSIBLE FOR PAYMENT TO ANY BROKER OR FINDER RETAINED BY HAPS FOR ANY
BROKERAGE FEES, COMMISSIONS OR FINDERS' FEES IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREIN. HAPS HAS AGREED TO PAY EACH OF ANTAEUS CAPITAL PARTNERS,
LLC AND CCC INTERESTS LIMITED FINDERS' FEES IN THE FORM OF 1,591,148 AND
530,382, RESPECTIVELY, FULLY PAID AND NONASSESSABLE SHARES OF HAPS CLASS A
STOCK.
3.15
ACCURACY OF INFORMATION.
NO REPRESENTATION OR
WARRANTY BY HAPS CONTAINED IN THIS AGREEMENT AND NO STATEMENT CONTAINED IN ANY
CERTIFICATE OR OTHER INSTRUMENT DELIVERED OR TO BE DELIVERED TO PGMI PURSUANT
HERETO OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING
WITHOUT LIMITATION ALL SCHEDULES AND EXHIBITS HERETO) CONTAINS OR WILL CONTAIN
ANY UNTRUE STATEMENT OF MATERIAL FACT OR OMITS OR WILL OMIT TO STATE ANY
MATERIAL FACT NECESSARY IN