OR REGULATORY AUTHORITY (FEDERAL, STATE,
COUNTY, LOCAL OR FOREIGN) (COLLECTIVELY, AN "ACTION") WHICH (I) ADVERSELY
AFFECTS OR CHALLENGES THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE
TRANSACTION DOCUMENTS OR THE SECURITIES OR (II) COULD, IF THERE WERE AN
UNFAVORABLE DECISION, HAVE OR REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
NEITHER THE COMPANY NOR ANY SUBSIDIARY, NOR, TO THE COMPANY'S
KNOWLEDGE, ANY DIRECTOR OR EXECUTIVE OFFICER THEREOF, IS OR HAS BEEN THE SUBJECT
OF ANY ACTION INVOLVING A CLAIM OF VIOLATION OF OR LIABILITY UNDER FEDERAL OR
STATE SECURITIES LAWS OR A CLAIM OF BREACH OF FIDUCIARY DUTY.
THERE HAS NOT
BEEN, AND TO THE KNOWLEDGE OF THE COMPANY, THERE IS NOT PENDING OR CONTEMPLATED,
ANY INVESTIGATION BY THE COMMISSION INVOLVING THE COMPANY OR, TO THE COMPANY'S
KNOWLEDGE, ANY CURRENT OR FORMER DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY.
THE COMMISSION HAS NOT ISSUED ANY STOP ORDER OR OTHER ORDER SUSPENDING THE
EFFECTIVENESS OF ANY OUTSTANDING REGISTRATION STATEMENT FILED BY THE COMPANY OR
ANY SUBSIDIARY UNDER THE EXCHANGE ACT OR THE SECURITIES ACT.
NONE OF THE
COMPANY'S OR ITS SUBSIDIARIES' EMPLOYEES IS A MEMBER OF A UNION THAT RELATES TO
SUCH EMPLOYEE'S RELATIONSHIP WITH THE COMPANY, AND NEITHER THE COMPANY OR ANY OF
ITS SUBSIDIARIES IS A PARTY TO A COLLECTIVE BARGAINING AGREEMENT, AND THE
COMPANY AND ITS SUBSIDIARIES BELIEVE THAT THEIR RELATIONSHIPS WITH THEIR
EMPLOYEES ARE GOOD.
TO THE KNOWLEDGE OF THE COMPANY (I) NO EXECUTIVE OFFICER OF
THE COMPANY OR ANY SUBSIDIARY IS, OR IS NOW EXPECTED TO BE, IN VIOLATION OF ANY
MATERIAL TERM OF ANY EMPLOYMENT CONTRACT, CONFIDENTIALITY, DISCLOSURE OR
PROPRIETARY INFORMATION AGREEMENT OR NON-COMPETITION AGREEMENT, OR ANY OTHER
CONTRACT OR AGREEMENT OR ANY RESTRICTIVE COVENANT, AND (II) THE CONTINUED
EMPLOYMENT OF EACH SUCH EXECUTIVE OFFICER DOES NOT SUBJECT THE COMPANY OR ANY OF
ITS SUBSIDIARIES TO ANY LIABILITY WITH RESPECT TO ANY OF THE FOREGOING MATTERS.
THE COMPANY AND ITS SUBSIDIARIES ARE 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 COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(K)
LABOR RELATIONS.
NO MATERIAL LABOR DISPUTE EXISTS OR, TO THE
KNOWLEDGE OF THE COMPANY, IS IMMINENT WITH RESPECT TO ANY OF THE EMPLOYEES OF
THE COMPANY WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
(L)
COMPLIANCE.
EXCEPT AS DESCRIBED ON SCHEDULE 3.1(L), NEITHER THE
COMPANY NOR ANY SUBSIDIARY (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 BOTH, WOULD RESULT IN A DEFAULT BY THE COMPANY OR ANY SUBSIDIARY UNDER), NOR
HAS THE COMPANY OR ANY SUBSIDIARY RECEIVED NOTICE OF A CLAIM THAT IT IS IN
MATERIAL DEFAULT UNDER OR THAT IT IS IN VIOLATION OF, ANY INDENTURE, LOAN OR
CREDIT AGREEMENT OR ANY OTHER