SEC AS AN
EXHIBIT TO FORM 10-K, FORM 10-Q OR FORM 8-K OR WHICH IS OTHERWISE MATERIAL TO
THE COMPANY (EACH, A "MATERIAL AGREEMENT").
THE COMPANY HAS TIMELY OBSERVED AND
PERFORMED ALL MATERIAL OBLIGATIONS REQUIRED TO BE OBSERVED AND PERFORMED BY IT
UNDER EACH SUCH MATERIAL AGREEMENT, HAS NEVER RECEIVED ANY NOTICE ALLEGING OR
ASSERTING A VIOLATION OR BREACH THEREOF OR DEFAULT THEREUNDER AND, TO THE
COMPANY'S KNOWLEDGE, IS NOT IN BREACH OF OR DEFAULT UNDER ANY MATERIAL AGREEMENT
NOW IN EFFECT, THE RESULT OF WHICH COULD REASONABLY BE EXPECTED TO CAUSE A
COMPANY MATERIAL ADVERSE EFFECT.
4.17
TRANSACTIONS WITH AFFILIATES.
EXCEPT AS SET FORTH IN THE SEC
REPORTS FILED ON OR PRIOR TO THE DATE HEREOF (AND PRIOR TO THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY THE PARTIES HERETO), THERE ARE (I) NO LOANS,
LEASES, AGREEMENTS, CONTRACTS, ROYALTY AGREEMENTS, MANAGEMENT CONTRACTS OR
ARRANGEMENTS OR OTHER CONTINUING TRANSACTIONS WITH AGGREGATE OBLIGATIONS OF ANY
PARTY EXCEEDING $25,000 BETWEEN (A) THE COMPANY OR ANY OF ITS CUSTOMERS OR
SUPPLIERS, ON THE ONE HAND, AND (B) ON THE OTHER HAND, ANY OFFICER, EMPLOYEE,
CONSULTANT OR DIRECTOR OF THE COMPANY, OR ANY PERSON WHO WOULD BE COVERED BY
ITEM 404(A) OF REGULATION S-K, OR ANY COMPANY OR OTHER ENTITY CONTROLLED BY ANY
SUCH OFFICER, EMPLOYEE, CONSULTANT, DIRECTOR OR PERSON (COLLECTIVELY, "COVERED
PERSONS"), AND (II) NO TRANSACTIONS OR CONTEMPLATED TRANSACTIONS WITH ANY
COVERED PERSONS THAT WOULD BE REQUIRED TO BE DISCLOSED PURSUANT TO ITEM 404 OF
REGULATION S-K.
13
4.18
TAXES.
THE COMPANY HAS ACCURATELY PREPARED AND TIMELY FILED ALL
FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX RETURNS FOR INCOME, GROSS RECEIPTS,
SALES, USE AND OTHER TAXES, ASSESSMENTS AND CUSTOM DUTIES (COLLECTIVELY "TAXES")
REQUIRED BY LAW TO BE FILED BY IT, HAS TIMELY PAID OR MADE PROVISIONS FOR THE
PAYMENT OF ALL TAXES SHOWN TO BE DUE, AND ADEQUATE PROVISIONS HAVE BEEN AND ARE
REFLECTED IN THE FINANCIAL STATEMENTS OF THE COMPANY FOR ALL CURRENT TAXES AND
OTHER CHARGES TO WHICH THE COMPANY IS SUBJECT AND WHICH CURRENTLY ARE NOT DUE
AND PAYABLE, EXCEPT FOR TAXES WHICH, IF UNPAID, INDIVIDUALLY OR IN THE
AGGREGATE, DO NOT AND WOULD NOT HAVE A COMPANY MATERIAL ADVERSE EFFECT.
NONE OF
THE STATE OR FEDERAL INCOME TAX RETURNS OF THE COMPANY FOR THE PAST SIX YEARS
HAS BEEN AUDITED BY THE INTERNAL REVENUE SERVICE OR ANY STATE TAXING AUTHORITY,
NOR HAS THE COMPANY RECEIVED ANY NOTICE OF ANY PENDING OR THREATENED AUDIT OR
EXAMINATION.
THE COMPANY HAS NO KNOWLEDGE OF ANY ADDITIONAL ASSESSMENTS,
ADJUSTMENTS OR CONTINGENT LIABILITY FOR TAXES (WHETHER FEDERAL, STATE, LOCAL OR
FOREIGN) PENDING OR THREATENED AGAINST THE COMPANY FOR ANY PERIOD, NOR OF ANY
BASIS FOR ANY SUCH ASSESSMENT, ADJUSTMENT OR CONTINGENCY.
4.19
STABILIZATION.
THE COMPANY HAS NOT TAKEN, AND THE COMPANY WILL USE
ITS REASONABLE BEST EFFORTS TO CAUSE EACH OF ITS OFFICERS, DIRECTORS AND
AFFILIATES NOT TO TAKE, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO OR WHICH
HAS CONSTITUTED OR WHICH WOULD REASONABLY BE EXPECTED TO CAUSE OR RESULT IN,
STABILIZATION OR