THREATENED WITH OR
UNDER INVESTIGATION WITH RESPECT TO, ANY MATERIAL VIOLATION OF ANY APPLICABLE
LAW.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES NOR ANY EMPLOYEE OR AGENT
OF THE COMPANY OR ANY SUBSIDIARY HAS MADE ANY CONTRIBUTION OR OTHER PAYMENT TO
ANY OFFICIAL OF, OR CANDIDATE FOR, ANY FEDERAL, STATE OR FOREIGN OFFICE IN
VIOLATION OF ANY LAW.
THE COMPANY AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS HAVE COMPLIED IN ALL MATERIAL RESPECTS WITH THE FOREIGN CORRUPT PRACTICES
ACT OF 1977, AS AMENDED, AND ANY RELATED RULES AND REGULATIONS.
(24)
OWNERSHIP OF PROPERTY.
EXCEPT AS SET FORTH IN
THE COMPANY'S FINANCIAL STATEMENTS INCLUDED IN THE SEC REPORTS, EACH OF THE
COMPANY AND ITS SUBSIDIARIES HAS (I) GOOD AND MARKETABLE FEE SIMPLE TITLE TO ITS
OWNED REAL PROPERTY, IF ANY, FREE AND CLEAR OF ALL LIENS; (II) A VALID LEASEHOLD
INTEREST IN ALL LEASED REAL PROPERTY, AND EACH OF SUCH LEASES IS VALID AND
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS (SUBJECT TO LAWS OF GENERAL APPLICATION
RELATING TO BANKRUPTCY, INSOLVENCY AND THE RELIEF OF DEBTORS AND RULES OF LAW
GOVERNING SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE REMEDIES,
AND TO LIMITATIONS OF PUBLIC POLICY) AND IS IN FULL FORCE AND EFFECT, AND
(III) GOOD TITLE TO, OR VALID LEASEHOLD INTERESTS IN, ALL OF ITS OTHER
PROPERTIES AND ASSETS FREE AND CLEAR OF ALL LIENS.
(25)
COMPLIANCE WITH AMEX LISTING REQUIREMENTS.
THE
COMPANY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL CURRENTLY EFFECTIVE
AMEX CONTINUED LISTING REQUIREMENTS AND CORPORATE GOVERNANCE REQUIREMENTS.
(26)
NO INTEGRATED OFFERING.
ASSUMING THE ACCURACY
OF EACH PURCHASER'S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION B
HEREOF, NEITHER THE COMPANY, NOR ANY OF ITS AFFILIATES OR OTHER PERSON ACTING ON
THE COMPANY'S BEHALF HAS, DIRECTLY OR INDIRECTLY, MADE ANY OFFERS OR SALES OF
ANY SECURITY OR SOLICITED ANY OFFERS TO BUY ANY SECURITY UNDER CIRCUMSTANCES
THAT WOULD CAUSE THE OFFERING OF THE SECURITIES TO BE INTEGRATED WITH PRIOR
OFFERINGS BY THE COMPANY FOR PURPOSES OF THE SECURITIES ACT, WHEN INTEGRATION
WOULD CAUSE THE OFFERING NOT TO BE EXEMPT FROM THE REQUIREMENTS OF SECTION 5 OF
THE SECURITIES ACT.
(27)
GENERAL SOLICITATION.
NEITHER THE COMPANY NOR,
ITS KNOWLEDGE, ANY PERSON ACTING ON BEHALF OF THE COMPANY, HAS OFFERED OR SOLD
ANY OF THE SECURITIES BY ANY FORM OF "GENERAL SOLICITATION" WITHIN THE MEANING
OF RULE 502 UNDER THE SECURITIES ACT.
TO THE KNOWLEDGE OF THE COMPANY, NO
PERSON ACTING ON ITS BEHALF HAS OFFERED THE SECURITIES FOR SALE OTHER THAN TO
THE
12
Purchasers and certain other "accredited investors" within the meaning of
Rule 501 under the Securities Act.
(28)
PRESS RELEASE; NON-PUBLIC INFORMATION.
THE
COMPANY SHALL MAKE THE PRESS RELEASE REFERRED TO IN SECTION F(3).
THE COMPANY
IS NOT AWARE OF ANY NON-PUBLIC MATERIAL INFORMATION THAT HAS BEEN PROVIDED TO
ANY INVESTOR IN CONNECTION WITH THE OFFERING.
D.
UNDERSTANDINGS
Each of the Purchasers understands, acknowledges and agrees with the Company as
follows:
(1)
THE COMPANY MAY IN ITS SOLE DISCRETION
TERMINATE THIS OFFERING OR REJECT ANY