OF ITS SUBSIDIARIES IS INFRINGING UPON OR OTHERWISE ACTING
ADVERSELY TO THE RIGHT OR CLAIMED RIGHT OF ANY OTHER PERSON UNDER OR WITH
RESPECT TO THE FOREGOING.
3.9
ENVIRONMENTAL MATTERS. TO THE COMPANY'S
KNOWLEDGE, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS BEEN OR IS
PRESENTLY IN VIOLATION OF OR HAS FAILED OR IS PRESENTLY FAILING TO COMPLY WITH
ANY STATUTE, RULE, REGULATION, DECISION OR ORDER OF ANY GOVERNMENTAL AGENCY OR
BODY OR ANY COURT, DOMESTIC OR FOREIGN, RELATING TO HEALTH OR SAFETY OR TO THE
USE, DISPOSAL OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES OR RELATING TO THE
PROTECTION OR RESTORATION OF THE ENVIRONMENT OR HUMAN EXPOSURE TO HAZARDOUS OR
TOXIC SUBSTANCES (COLLECTIVELY, "ENVIRONMENTAL LAWS") WHICH, INDIVIDUALLY OR IN
AGGREGATE, WOULD HAVE A MATERIAL ADVERSE EFFECT. EXCEPT AS SET FORTH IN THE
DISCLOSURE SCHEDULE, TO THE COMPANY'S KNOWLEDGE, NEITHER THE COMPANY NOR ANY OF
ITS SUBSIDIARIES OWNS OR OPERATES ANY REAL PROPERTY CONTAMINATED WITH ANY
SUBSTANCE THAT IS SUBJECT TO ANY ENVIRONMENTAL LAWS, IS LIABLE FOR ANY OFF-SITE
DISPOSAL OR CONTAMINATION PURSUANT TO ANY ENVIRONMENTAL LAWS, HAS FAILED TO
OBTAIN ANY MATERIAL PERMITS, LICENSES AND AUTHORIZATIONS WHICH ARE REQUIRED
UNDER ALL APPLICABLE HEALTH, SAFETY AND ENVIRONMENTAL LAWS, HAS FAILED TO COMPLY
IN ANY MATERIAL RESPECTS WITH SUCH PERMITS, LICENSES AND AUTHORIZATIONS, OR IS
SUBJECT TO ANY CLAIM RELATING TO ANY ENVIRONMENTAL LAWS, WHICH VIOLATION,
CONTAMINATION, LIABILITY OR CLAIM WOULD INDIVIDUALLY OR IN AGGREGATE HAVE A
MATERIAL ADVERSE EFFECT; AND THE COMPANY IS NOT AWARE OF ANY PENDING
INVESTIGATION THAT MIGHT LEAD TO SUCH A CLAIM.
3.10
LISTING. THE COMPANY'S COMMON STOCK IS REGISTERED
PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT, AND IS DULY LISTED ON THE NASDAQ
NATIONAL MARKET (THE "NMS"). THE COMPANY HAS TAKEN NO ACTION INTENDED TO
TERMINATE, OR WHICH TO ITS KNOWLEDGE IS LIKELY TO HAVE THE EFFECT OF
TERMINATING, THE REGISTRATION OF ITS COMMON STOCK UNDER THE EXCHANGE ACT, IS NOT
IN VIOLATION OF THE LISTING REQUIREMENTS OF THE NMS AND DOES NOT REASONABLY
ANTICIPATE THAT THE COMMON STOCK WILL BE DELISTED BY THE NMS FOR THE FORESEEABLE
FUTURE. THE ISSUANCE OF THE SHARES DOES NOT REQUIRE STOCKHOLDER APPROVAL,
INCLUDING, WITHOUT LIMITATION, PURSUANT TO NASDAQ MARKETPLACE RULE 4350(I).
3.11
CONTRACTS. EXCEPT FOR MATTERS WHICH ARE NOT
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT AND THOSE CONTRACTS THAT ARE
SUBSTANTIALLY OR FULLY PERFORMED OR EXPIRED BY THEIR TERMS, THE CONTRACTS LISTED
AS EXHIBITS TO OR DESCRIBED IN THE SEC FILINGS THAT ARE MATERIAL TO THE COMPANY
AND ALL AMENDMENTS THERETO, ARE IN FULL FORCE AND EFFECT ON THE DATE HEREOF, AND
NEITHER THE COMPANY, ANY SUBSIDIARY, NOR, TO THE COMPANY'S KNOWLEDGE, ANY OTHER
PARTY TO SUCH CONTRACTS IS IN BREACH OF OR DEFAULT UNDER ANY OF SUCH CONTRACTS.
3.12
LITIGATION. EXCEPT AS DISCLOSED IN THE SEC FILINGS
OR AS OTHERWISE SET FORTH IN THE DISCLOSURE SCHEDULE, THERE IS NO ACTION, SUIT,
PROCEEDING, CLAIM, ARBITRATION OR INVESTIGATION, PENDING
7
BEFORE ANY AGENCY, COURT OR TRIBUNAL, OR TO THE KNOWLEDGE OF THE COMPANY,
THREATENED,