HAS MADE ANY REPRESENTATIONS OR WARRANTIES WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE SPECIFICALLY
SET FORTH IN SECTION 3.2 HEREOF.
(AA)
NO INTEGRATED OFFERING. ASSUMING THE ACCURACY OF THE PURCHASERS'
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.2, NEITHER THE COMPANY,
NOR ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF HAS,
DIRECTLY OR INDIRECTLY, MADE ANY OFFERS OR SALES OF ANY SECURITY OR SOLICITED
ANY OFFERS TO BUY ANY SECURITY, UNDER CIRCUMSTANCES THAT WOULD CAUSE THIS
OFFERING OF THE SECURITIES TO BE INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY
FOR PURPOSES OF THE SECURITIES ACT OR ANY APPLICABLE STOCKHOLDER APPROVAL
PROVISIONS, INCLUDING, WITHOUT LIMITATION, UNDER THE RULES AND REGULATIONS OF
ANY TRADING MARKET ON WHICH ANY OF THE SECURITIES OF THE COMPANY ARE LISTED OR
DESIGNATED.
(BB)
TAX STATUS. EXCEPT FOR MATTERS THAT WOULD NOT, INDIVIDUALLY OR IN
THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT OR EXCEPT AS DISCLOSED ON SCHEDULE
3.1(BB), THE COMPANY AND EACH SUBSIDIARY HAS FILED ALL NECESSARY FEDERAL, STATE
AND FOREIGN INCOME AND FRANCHISE TAX RETURNS AND HAS PAID OR ACCRUED ALL TAXES
OWED THEREUNDER, AND THE COMPANY HAS NO KNOWLEDGE OF A TAX DEFICIENCY OR OTHER
TAX LIABILITY WHICH HAS BEEN ASSERTED OR THREATENED AGAINST THE COMPANY OR ANY
SUBSIDIARY OR UPON ANY OF THEIR PROPERTIES OR ASSETS.
THE COMPANY AND EACH
SUBSIDIARY HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LEGAL
REQUIREMENTS RELATING TO THE PAYMENT AND WITHHOLDING OF TAXES AND, WITHIN THE
TIME AND IN THE MANNER PRESCRIBED BY LAW, HAS WITHHELD FROM WAGES, FEES AND
OTHER PAYMENTS AND PAID OVER TO THE PROPER GOVERNMENTAL OR REGULATORY
AUTHORITIES ALL AMOUNTS REQUIRED.
(CC)
NO GENERAL SOLICITATION. NEITHER THE COMPANY NOR ANY PERSON ACTING
ON BEHALF OF THE COMPANY HAS OFFERED OR SOLD ANY OF THE SECURITIES BY ANY FORM
OF GENERAL SOLICITATION OR GENERAL ADVERTISING.
THE COMPANY HAS OFFERED THE
SECURITIES FOR SALE ONLY TO THE PURCHASERS.
(DD)
FOREIGN CORRUPT PRACTICES.
NEITHER THE COMPANY, NOR TO THE
KNOWLEDGE OF THE COMPANY, ANY AGENT OR OTHER PERSON ACTING ON BEHALF OF THE
COMPANY, HAS (I) DIRECTLY OR INDIRECTLY, USED ANY FUNDS FOR UNLAWFUL
CONTRIBUTIONS, GIFTS, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSES RELATED TO
FOREIGN OR DOMESTIC POLITICAL ACTIVITY, (II) MADE ANY DIRECT OR INDIRECT
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 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, (IV) VIOLATED, OR IS IN VIOLATION OF, IN ANY MATERIAL RESPECT
ANY PROVISION OF THE FOREIGN CORRUPT PRACTICES ACT OF 1977, AS AMENDED, OR
(V) MADE OR RECEIVED ANY UNLAWFUL BRIBE, REBATE, PAYOFF, INFLUENCE PAYMENT,
KICKBACK OR OTHER UNLAWFUL PAYMENT TO OR FROM ANY DOMESTIC OR FOREIGN GOVERNMENT
OFFICIAL OR EMPLOYEE.
(EE)
ACKNOWLEDGMENT REGARDING PURCHASER'S PURCHASE OF SECURITIES.
THE
COMPANY ACKNOWLEDGES AND AGREES THAT SUCH PURCHASER IS ACTING