FIDUCIARY OF AN EMPLOYEE BENEFIT PLAN WITH RESPECT TO THE OPERATION
OF SUCH PLAN.
(E)
THERE IS NO PENDING OR, TO THE KNOWLEDGE OF THE COMPANY,
THREATENED, INVESTIGATION OR PENDING OR POSSIBLE ENFORCEMENT ACTION BY THE
PENSION BENEFIT GUARANTY CORPORATION, THE DEPARTMENT OF LABOR, THE INTERNAL
REVENUE SERVICE OR ANY OTHER GOVERNMENT AGENCY WITH RESPECT TO ANY EMPLOYEE
BENEFIT PLAN.
(F)
NO ACTUAL OR, TO THE KNOWLEDGE OF THE COMPANY, CONTINGENT,
LIABILITY EXISTS WITH RESPECT TO THE FUNDING OF ANY EMPLOYEE BENEFIT PLAN OR FOR
ANY OTHER EXPENSE OR OBLIGATION OF ANY EMPLOYEE BENEFIT PLAN, EXCEPT AS
DISCLOSED ON THE FINANCIAL STATEMENTS OF THE COMPANY OR THE SCHEDULES TO THIS
AGREEMENT, AND TO THE KNOWLEDGE OF THE COMPANY, NO CONTINGENT LIABILITY EXISTS
UNDER ERISA WITH RESPECT TO ANY "MULTI-EMPLOYER PLAN," AS DEFINED IN SECTION
3(37) OR SECTION 4001(A)(3) OF ERISA.
2.17
THE COMPANY HAS GOOD, VALID AND MARKETABLE TITLE TO ALL
PROPERTIES AND ASSETS USED IN THE CONDUCT OF ITS BUSINESS FREE OF ALL LIENS AND
OTHER ENCUMBRANCES, EXCEPT PERMITTED LIENS AND SUCH ORDINARY AND CUSTOMARY
IMPERFECTIONS OF TITLE, RESTRICTIONS AND ENCUMBRANCES AS COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
2.18
EXCEPT AS DISCLOSED IN SCHEDULE 2.18 HERETO, NO SUIT,
PROCEEDING OR ACTION OR THREAT OF SUIT, PROCEEDING OR ACTION HAS BEEN ASSERTED
OR MADE AGAINST THE COMPANY WITHIN THE LAST TWO YEARS DUE TO ALLEGED BODILY
INJURY, DEATH OR PROPERTY DAMAGE ARISING OUT OF THE FUNCTION OR MALFUNCTION OF A
PRODUCT, PROCEDURE OR SERVICE DESIGNED, MANUFACTURED, SOLD OR DISTRIBUTED BY THE
COMPANY.
2.19
EXCEPT AS DISCLOSED IN SCHEDULE 2.19 HERETO, THERE IS NO
LEGAL ACTION, SUIT, ARBITRATION OR OTHER LEGAL, ADMINISTRATIVE OR OTHER
GOVERNMENTAL PROCEEDING PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED
AGAINST OR AFFECTING THE COMPANY OR ITS PROPERTIES, ASSETS OR BUSINESS THAT
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT. THE COMPANY IS
NOT IN DEFAULT WITH RESPECT TO ANY ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE,
DETERMINATION OR AWARD OF ANY COURT OR ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR ARBITRATION AUTHORITY.
2.20
THE COMPANY POSSESSES FROM THE APPROPRIATE GOVERNMENTAL
AUTHORITIES ALL LICENSES, PERMITS, AUTHORIZATIONS, APPROVALS, FRANCHISES AND
RIGHTS NECESSARY FOR THE COMPANY TO ENGAGE IN THE BUSINESSES CURRENTLY CONDUCTED
BY IT (EXCEPT FOR THOSE, THE ABSENCE OF WHICH WOULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT), AND ALL ARE IN FULL FORCE AND EFFECT.
2.21
EXCEPT AS DISCLOSED IN SCHEDULE 2.21 HERETO, NO OFFICER,
DIRECTOR OR STOCKHOLDER OF THE COMPANY OR ANY AFFILIATE OR "ASSOCIATE" (AS SUCH
TERM IS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF ANY SUCH PERSON OR THE
COMPANY HAS OR HAS HAD, EITHER DIRECTLY OR INDIRECTLY, (A) AN INTEREST IN ANY
PERSON THAT (I) FURNISHES OR SELLS SERVICES OR PRODUCTS THAT ARE FURNISHED OR
SOLD OR ARE PROPOSED TO BE FURNISHED OR SOLD BY THE COMPANY OR (II) PURCHASES
FROM OR SELLS OR FURNISHES TO THE COMPANY ANY GOODS OR SERVICES, OR (B) A
BENEFICIAL INTEREST IN ANY CONTRACT OR AGREEMENT