ISSUANCE AND SALE OF SECURITIES PURSUANT HERETO, WILL NOT,
WITH OR WITHOUT THE PASSAGE OF TIME OR GIVING OF NOTICE, RESULT IN ANY SUCH
MATERIAL VIOLATION, OR BE IN CONFLICT WITH OR CONSTITUTE A DEFAULT UNDER ANY
SUCH TERM OR PROVISION, OR RESULT IN THE CREATION OF ANY MORTGAGE, PLEDGE, LIEN,
ENCUMBRANCE OR CHARGE UPON ANY OF THE PROPERTIES OR ASSETS OF THE COMPANY OR THE
SUSPENSION, REVOCATION, IMPAIRMENT, FORFEITURE OR NONRENEWAL OF ANY PERMIT,
LICENSE, AUTHORIZATION OR APPROVAL APPLICABLE TO THE COMPANY, ITS BUSINESS OR
OPERATIONS OR ANY OF ITS ASSETS OR PROPERTIES.
4.12
LITIGATION.
EXCEPT AS SET FORTH IN THE SEC REPORTS, THERE IS NO
ACTION, SUIT, PROCEEDING OR INVESTIGATION PENDING OR, TO THE COMPANY'S
KNOWLEDGE, CURRENTLY THREATENED AGAINST THE COMPANY THAT QUESTIONS THE VALIDITY
OF THIS AGREEMENT OR THE RELATED AGREEMENTS OR THE RIGHT OF THE COMPANY TO ENTER
INTO ANY OF SUCH AGREEMENTS, OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, OR WHICH MIGHT RESULT, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, IN ANY MATERIAL ADVERSE CHANGE IN THE ASSETS, CONDITION, AFFAIRS OR
PROSPECTS OF THE COMPANY, FINANCIALLY OR OTHERWISE, OR ANY CHANGE IN THE CURRENT
EQUITY OWNERSHIP OF THE COMPANY, NOR IS THE COMPANY AWARE THAT THERE IS ANY
BASIS FOR ANY OF THE FOREGOING. THE COMPANY IS NOT A PARTY OR SUBJECT TO THE
PROVISIONS OF ANY ORDER, WRIT, INJUNCTION, JUDGMENT OR DECREE OF ANY COURT OR
GOVERNMENT AGENCY OR INSTRUMENTALITY.
EXCEPT AS SET FORTH IN THE SEC REPORTS,
THERE IS NO ACTION, SUIT, PROCEEDING OR INVESTIGATION BY THE COMPANY CURRENTLY
PENDING OR WHICH THE COMPANY INTENDS TO INITIATE.
4.13
TAX RETURNS AND PAYMENTS.
THE COMPANY HAS TIMELY FILED ALL TAX
RETURNS (FEDERAL, STATE AND LOCAL) REQUIRED TO BE FILED BY IT.
ALL TAXES SHOWN
TO BE DUE AND PAYABLE ON SUCH RETURNS, ANY ASSESSMENTS IMPOSED, AND TO THE
COMPANY'S KNOWLEDGE ALL OTHER TAXES DUE AND PAYABLE BY THE COMPANY ON OR BEFORE
THE CLOSING, HAVE BEEN PAID OR WILL BE PAID PRIOR TO THE TIME THEY BECOME
DELINQUENT.
THE COMPANY HAS NOT BEEN ADVISED (A) THAT ANY OF ITS RETURNS,
FEDERAL, STATE OR OTHER, HAVE BEEN OR ARE BEING AUDITED AS OF THE DATE HEREOF,
OR (B) OF ANY DEFICIENCY IN ASSESSMENT OR PROPOSED JUDGMENT TO ITS FEDERAL,
STATE OR OTHER TAXES.
THE COMPANY HAS NO KNOWLEDGE OF ANY LIABILITY OF ANY TAX
TO BE IMPOSED UPON ITS PROPERTIES OR ASSETS AS OF THE DATE OF THIS AGREEMENT
THAT IS NOT ADEQUATELY PROVIDED FOR.
4.14
EMPLOYEES.
THE COMPANY HAS NO COLLECTIVE BARGAINING AGREEMENTS WITH
ANY OF ITS EMPLOYEES.
THERE IS NO LABOR UNION ORGANIZING ACTIVITY PENDING OR,
TO THE COMPANY'S KNOWLEDGE, THREATENED WITH RESPECT TO THE COMPANY.
EXCEPT AS
SET FORTH IN THE SEC REPORTS, THE COMPANY IS NOT A PARTY TO OR BOUND BY ANY
CURRENTLY EFFECTIVE EMPLOYMENT CONTRACT, DEFERRED COMPENSATION ARRANGEMENT,
BONUS PLAN, INCENTIVE PLAN, PROFIT SHARING PLAN, RETIREMENT AGREEMENT OR OTHER
EMPLOYEE COMPENSATION PLAN OR AGREEMENT.
TO THE COMPANY'S KNOWLEDGE, NO
EMPLOYEE OF THE COMPANY, NOR ANY CONSULTANT WITH WHOM