OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED ANY WRITTEN NOTICE
THAT ANY VIOLATION OF THE FOREGOING IS BEING OR MAY BE ALLEGED.
2.12
PROHIBITED PAYMENTS.
NEITHER THE COMPANY NOR ANY AFFILIATES, NOR
ANY PERSON ACTING ON ITS OR THEIR BEHALF, HAS MADE, WITH RESPECT TO THE BUSINESS
OF THE COMPANY OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT, ANY PROHIBITED
PAYMENT.
2.13
INSURANCE.
THE COMPANY'S INSURANCE POLICIES COVER SUCH RISKS AND
CONTAIN SUCH POLICY LIMITS, TYPES OF COVERAGE AND DEDUCTIBLES AS ARE, IN THE
COMPANY'S JUDGMENT, ADEQUATE TO INSURE FULLY (SUBJECT TO THE DEDUCTIBLES AND
RETENTION AMOUNTS DESCRIBED IN SCHEDULE
6
2.13) AGAINST RISKS TO WHICH THE COMPANY AND ITS EMPLOYEES, BUSINESS, PROPERTIES
AND OTHER ASSETS MAY BE EXPOSED IN THE OPERATION OF THE BUSINESS AS CURRENTLY
CONDUCTED.
ALL OF THE COMPANY'S INSURANCE POLICIES ARE VALID AND ENFORCEABLE
POLICIES, ALL PREMIUMS DUE AND PAYABLE UNDER ALL SUCH POLICIES HAVE BEEN PAID
AND THE COMPANY IS OTHERWISE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE
TERMS OF SUCH POLICIES.
THE COMPANY HAS NO KNOWLEDGE OF ANY THREATENED
TERMINATION OF, OR MATERIAL CHANGE WITH RESPECT TO THE TERMS AND CONDITIONS OF
SUCH POLICIES.
2.14
RESTRICTIONS ON BUSINESS ACTIVITIES.
THERE IS NO AGREEMENT,
JUDGMENT, INJUNCTION ORDER OR DECREE BINDING UPON THE COMPANY WHICH HAS OR COULD
REASONABLY BE EXPECTED TO HAVE THE EFFECT OF PROHIBITING OR IMPAIRING IN ANY
MATERIAL RESPECT ANY OF ITS CURRENT OR FUTURE BUSINESS PRACTICES, ITS
ACQUISITION OF PROPERTY OR THE CONDUCT OF ITS BUSINESS AS IT IS CURRENTLY
CONDUCTED OR AS PROPOSED TO BE CONDUCTED.
2.15
ERISA.
EXCEPT AS SET FORTH ON SCHEDULE 2.15, THE COMPANY AND EACH
SUBSIDIARY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ANY APPLICABLE
PROVISIONS OF ERISA; THE COMPANY AND EACH SUBSIDIARY HAS NOT VIOLATED ANY
PROVISION OF ANY PLAN MAINTAINED OR CONTRIBUTED TO BY IT; NO REPORTABLE EVENT
(AS DEFINED IN ERISA) HAS OCCURRED AND IS CONTINUING WITH RESPECT TO ANY
EMPLOYEE BENEFIT PLAN ("PLAN") INITIATED BY THE COMPANY OR ANY SUBSIDIARY; THE
COMPANY AND EACH SUBSIDIARY HAS MET ITS MINIMUM FUNDING REQUIREMENTS UNDER ERISA
WITH RESPECT TO ANY PLAN; AND ANY PLAN WILL BE ABLE TO FULFILL ITS BENEFIT
OBLIGATIONS AS THEY COME DUE IN ACCORDANCE WITH THE PLAN DOCUMENTS AND UNDER
GAAP. SCHEDULE 2.15 DESCRIBES EACH PLAN MAINTAINED BY THE COMPANY AND EACH OF
ITS SUBSIDIARIES; PROVIDED EACH DESCRIPTION IS INTENDED AS A SUMMARY AND IS
SUBJECT TO THE TERMS AND CONDITIONS OF EACH PLAN.
2.16
CONTRACTS.
SCHEDULE 2.16 SETS FORTH A DESCRIPTION OF EACH
CONTRACTUAL OBLIGATION TO WHICH THE COMPANY OR ANY SUBSIDIARY IS A PARTY (EXCEPT
CONTRACTUAL OBLIGATIONS FILED AS EXHIBITS TO THE NOVEMBER REGISTRATION
STATEMENT) THAT PROVIDES FOR PAYMENTS TO OR BY THE COMPANY OR ANY SUBSIDIARY IN
EXCESS OF $1,000,000, OR IS OTHERWISE MATERIAL TO THE OPERATIONS OF THE COMPANY
OR ANY SUBSIDIARY.
WITH RESPECT TO EACH CONTRACTUAL OBLIGATION TO WHICH THE
COMPANY OR ANY SUBSIDIARY IS A