THE CAPACITY OF AN ARM'S LENGTH PURCHASER WITH RESPECT TO THE
COMPANY AND TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
THE
COMPANY FURTHER ACKNOWLEDGES THAT NO PURCHASER IS ACTING AS A FINANCIAL ADVISOR
OR FIDUCIARY OF THE COMPANY (OR IN ANY SIMILAR CAPACITY) WITH RESPECT TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY ADVICE GIVEN BY ANY
PURCHASER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AGENTS IN CONNECTION
WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS MERELY
INCIDENTAL TO THE PURCHASERS' PURCHASE OF THE SECURITIES.
THE COMPANY FURTHER
REPRESENTS TO EACH PURCHASER THAT THE COMPANY'S DECISION TO ENTER INTO THIS
AGREEMENT HAS BEEN BASED SOLELY ON THE INDEPENDENT EVALUATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY BY THE COMPANY AND ITS REPRESENTATIVES.
10
(T)
PATENTS AND TRADEMARKS.
THE COMPANY AND THE SUBSIDIARIES
HAVE, OR HAVE RIGHTS TO USE, ALL PATENTS, PATENT APPLICATIONS, TRADEMARKS,
TRADEMARK APPLICATIONS, SERVICE MARKS, TRADE NAMES, COPYRIGHTS, LICENSES AND
OTHER SIMILAR RIGHTS THAT ARE NECESSARY OR MATERIAL FOR USE IN CONNECTION WITH
THEIR RESPECTIVE BUSINESSES AS DESCRIBED IN THE SEC REPORTS AND WHICH THE
FAILURE TO SO HAVE COULD HAVE A MATERIAL ADVERSE EFFECT (COLLECTIVELY, THE
"INTELLECTUAL PROPERTY RIGHTS"). NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS
RECEIVED A WRITTEN NOTICE THAT THE INTELLECTUAL PROPERTY RIGHTS USED BY THE
COMPANY OR ANY SUBSIDIARY VIOLATES OR INFRINGES UPON THE RIGHTS OF ANY PERSON.
TO THE KNOWLEDGE OF THE COMPANY, ALL SUCH INTELLECTUAL PROPERTY RIGHTS ARE
ENFORCEABLE AND THERE IS NO EXISTING INFRINGEMENT BY ANOTHER PERSON OF ANY OF
THE INTELLECTUAL PROPERTY RIGHTS.
(U)
INSURANCE.
THE COMPANY AND THE SUBSIDIARIES ARE INSURED BY
INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS
AND IN SUCH AMOUNTS AS ARE PRUDENT AND CUSTOMARY IN REASONABLY COMPARABLE
BUSINESSES.
NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS ANY REASON TO BELIEVE
THAT IT WILL NOT BE ABLE TO RENEW ITS EXISTING INSURANCE COVERAGE AS AND WHEN
SUCH COVERAGE EXPIRES OR TO OBTAIN SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY
BE NECESSARY TO CONTINUE ITS BUSINESS, OTHER THAN SUCH COVERAGES IN RESPECT OF
WHICH THE FAILURE TO CONTINUE SUCH COVERAGE WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT.
(V)
REGULATORY PERMITS.
THE COMPANY AND THE SUBSIDIARIES
POSSESS ALL CERTIFICATES, AUTHORIZATIONS AND PERMITS ISSUED BY THE APPROPRIATE
FEDERAL, STATE, LOCAL OR FOREIGN REGULATORY AUTHORITIES NECESSARY TO CONDUCT
THEIR RESPECTIVE BUSINESSES AS DESCRIBED IN THE SEC REPORTS, EXCEPT WHERE THE
FAILURE TO POSSESS SUCH PERMITS COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
HAVE OR RESULT IN A MATERIAL ADVERSE EFFECT ("MATERIAL PERMITS"), AND NEITHER
THE COMPANY NOR ANY SUBSIDIARY HAS RECEIVED ANY NOTICE OF PROCEEDINGS RELATING
TO THE REVOCATION OR MODIFICATION OF ANY MATERIAL PERMIT.
(W)
TRANSACTIONS WITH AFFILIATES AND EMPLOYEES.
EXCEPT AS SET
FORTH IN SEC REPORTS FILED AT LEAST TEN DAYS PRIOR TO THE DATE HEREOF, NONE OF
THE OFFICERS OR DIRECTORS OF THE COMPANY AND, TO THE KNOWLEDGE OF THE COMPANY,
NONE OF THE EMPLOYEES OF THE COMPANY IS PRESENTLY A PARTY TO ANY TRANSACTION
WITH THE COMPANY OR ANY SUBSIDIARY (OTHER