HAS PAID ALL TAXES AND OTHER GOVERNMENTAL ASSESSMENTS
AND CHARGES THAT ARE MATERIAL IN AMOUNT, SHOWN OR DETERMINED TO BE DUE ON SUCH
RETURNS, REPORTS AND DECLARATIONS, EXCEPT THOSE BEING CONTESTED IN GOOD FAITH
AND (III) HAS SET ASIDE ON ITS BOOKS PROVISION REASONABLY ADEQUATE FOR THE
PAYMENT OF ALL TAXES FOR PERIODS SUBSEQUENT TO THE PERIODS TO WHICH SUCH
RETURNS,
12
REPORTS OR DECLARATIONS APPLY.
THERE ARE NO UNPAID TAXES IN ANY MATERIAL AMOUNT
CLAIMED TO BE DUE BY THE TAXING AUTHORITY OF ANY JURISDICTION, AND THE OFFICERS
OF THE COMPANY KNOW OF NO BASIS FOR ANY SUCH CLAIM.
2.29
EMPLOYEE BENEFITS. THE COMPANY'S SEC REPORTS
CONTAIN A TRUE AND CORRECT COPY OF EACH EQUITY COMPENSATION PLAN OF THE COMPANY.
THE COMPANY MAINTAINS STANDARD AND CUSTOMARY SEVERANCE OR TERMINATION PAY,
MEDICAL, LIFE OR OTHER INSURANCE, A 401(K) PENSION PLAN, SPONSORED, MAINTAINED,
OR CONTRIBUTED TO OR REQUIRED TO BE CONTRIBUTED TO BY THE COMPANY OR BY AN TRADE
OR BUSINESS, WHETHER OR NOT INCORPORATED (AN "ERISA AFFILIATE"), THAT TOGETHER
WITH THE COMPANY WOULD BE DEEMED A "SINGLE EMPLOYER" WITHIN THE MEANING OF
SECTION 4001(B)(1) OF THE ERISA, FOR THE BENEFIT OF ANY EMPLOYEE OR FORMER
EMPLOYEE OF THE COMPANY (THE "BENEFIT PLANS"). EACH OF THE BENEFIT PLANS HAS
BEEN AND IS OPERATED AND ADMINISTERED IN ACCORDANCE WITH ITS TERMS AND IN
MATERIAL COMPLIANCE WITH APPLICABLE REQUIREMENTS OF THE CODE, ERISA, AND OTHER
APPLICABLE LEGAL REQUIREMENTS AND MAY, IN ACCORDANCE WITH ITS TERMS, BE AMENDED
OR TERMINATED AT ANY TIME. NEITHER THE COMPANY NOR ANY ERISA AFFILIATE
CONTRIBUTES, IS OBLIGATED TO CONTRIBUTE, OR HAS EVER BEEN OBLIGATED TO
CONTRIBUTE TO A MULTIEMPLOYER PLANS, AS SUCH TERM IS DEFINED IN ERISA. NO
BENEFIT PLAN IS (I) A "DEFINED BENEFIT PLAN" (WITHIN THE MEANING OF SECTION
3(35) OF ERISA) OR (II) SUBJECT TO THE MINIMUM FUNDING REQUIREMENTS OF SECTION
412 OF THE CODE OR PART 3 OF TITLE I OF ERISA. OTHER THAN CLAIMS IN THE ORDINARY
COURSE FOR BENEFITS WITH RESPECT TO THE BENEFIT PLANS, THERE ARE NO PENDING,
ANTICIPATE, OR TO THE COMPANY'S KNOWLEDGE, THREATENED CLAIMS BY OR ON BEHALF OF
ANY EMPLOYEE OR BENEFICIARY COVERED UNDER ANY BENEFIT PLAN WITH RESPECT TO SUCH
BENEFIT PLAN AND THERE ARE NO PROCEEDINGS BY A GOVERNMENTAL ENTITY, PENDING OR,
TO THE COMPANY'S KNOWLEDGE, THREATENED WITH RESPECT TO ANY BENEFIT PLAN, OR TO
THE COMPANY'S KNOWLEDGE, ANY CIRCUMSTANCES WHICH MIGHT GIVE RISE TO ANY
LIABILITY OF THE COMPANY UNDER ANY SUCH PROCEEDING.
3.
REPRESENTATIONS AND WARRANTIES OF
CIMSA. CIMSA HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT:
3.1
ORGANIZATION; AUTHORITY. CIMSA IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE JURISDICTION OF ITS ORGANIZATION WITH THE REQUISITE CORPORATE AND
AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND
OTHERWISE TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
THE PURCHASE
BY CIMSA OF THE PURCHASED SECURITIES HEREUNDER HAS BEEN DULY AUTHORIZED