STRUCTURING FEES,
FINANCIAL ADVISORY FEES OR OTHER SIMILAR FEES IN CONNECTION WITH THE TRANSACTION
DOCUMENTS.
7
(Q)
DISCLOSURE.
NEITHER THIS AGREEMENT OR THE SCHEDULES HERETO NOR
ANY OTHER DOCUMENTS, CERTIFICATES OR INSTRUMENTS FURNISHED TO THE PURCHASERS BY
OR ON BEHALF OF THE COMPANY OR ANY SUBSIDIARY IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS MADE HEREIN OR THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE HEREIN OR THEREIN, NOT MISLEADING.
(R)
OPERATION OF BUSINESS.
THE COMPANY AND EACH OF THE SUBSIDIARIES
OWNS OR POSSESSES ALL PATENTS, TRADEMARKS, DOMAIN NAMES (WHETHER OR NOT
REGISTERED) AND ANY PATENTABLE IMPROVEMENTS OR COPYRIGHTABLE DERIVATIVE WORKS
THEREOF, WEBSITES AND INTELLECTUAL PROPERTY RIGHTS RELATING THERETO, SERVICE
MARKS, TRADE NAMES, COPYRIGHTS, LICENSES AND AUTHORIZATIONS AS SET FORTH IN THE
FORM 10-KSB, AND ALL RIGHTS WITH RESPECT TO THE FOREGOING, WHICH ARE NECESSARY
FOR THE CONDUCT OF ITS BUSINESS AS NOW CONDUCTED WITHOUT ANY CONFLICT WITH THE
RIGHTS OF OTHERS.
(S)
ENVIRONMENTAL COMPLIANCE.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES HAVE OBTAINED ALL MATERIAL APPROVALS, AUTHORIZATION, CERTIFICATES,
CONSENTS, LICENSES, ORDERS AND PERMITS OR OTHER SIMILAR AUTHORIZATIONS OF ALL
GOVERNMENTAL AUTHORITIES, OR FROM ANY OTHER PERSON, THAT ARE REQUIRED UNDER ANY
ENVIRONMENTAL LAWS.
THE FORM 10-KSB OR FORM 10-QSB DESCRIBES ALL MATERIAL
PERMITS, LICENSES AND OTHER AUTHORIZATIONS ISSUED UNDER ANY ENVIRONMENTAL LAWS
TO THE COMPANY OR ITS SUBSIDIARIES.
"ENVIRONMENTAL LAWS" SHALL MEAN ALL
APPLICABLE LAWS RELATING TO THE PROTECTION OF THE ENVIRONMENT INCLUDING, WITHOUT
LIMITATION, ALL REQUIREMENTS PERTAINING TO REPORTING, LICENSING, PERMITTING,
CONTROLLING, INVESTIGATING OR REMEDIATING EMISSIONS, DISCHARGES, RELEASES OR
THREATENED RELEASES OF HAZARDOUS SUBSTANCES, CHEMICAL SUBSTANCES, POLLUTANTS,
CONTAMINANTS OR TOXIC SUBSTANCES, MATERIALS OR WASTES, WHETHER SOLID, LIQUID OR
GASEOUS IN NATURE, INTO THE AIR, SURFACE WATER, GROUNDWATER OR LAND, OR RELATING
TO THE MANUFACTURE, PROCESSING, DISTRIBUTION, USE, TREATMENT, STORAGE, DISPOSAL,
TRANSPORT OR HANDLING OF HAZARDOUS SUBSTANCES, CHEMICAL SUBSTANCES, POLLUTANTS,
CONTAMINANTS OR TOXIC SUBSTANCES, MATERIAL OR WASTES, WHETHER SOLID, LIQUID OR
GASEOUS IN NATURE.
THE COMPANY HAS ALL NECESSARY GOVERNMENTAL APPROVALS
REQUIRED UNDER ALL ENVIRONMENTAL LAWS AND USED IN ITS BUSINESS OR IN THE
BUSINESS OF ANY OF ITS SUBSIDIARIES.
THE COMPANY AND EACH OF ITS SUBSIDIARIES
ARE ALSO IN COMPLIANCE WITH ALL OTHER LIMITATIONS, RESTRICTIONS, CONDITIONS,
STANDARDS, REQUIREMENTS, SCHEDULES AND TIMETABLES REQUIRED OR IMPOSED UNDER ALL
ENVIRONMENTAL LAWS.
EXCEPT FOR SUCH INSTANCES AS WOULD NOT INDIVIDUALLY OR IN
THE AGGREGATE HAVE A MATERIAL ADVERSE EFFECT, THERE ARE NO PAST OR PRESENT
EVENTS, CONDITIONS, CIRCUMSTANCES, INCIDENTS, ACTIONS OR OMISSIONS RELATING TO
OR IN ANY WAY AFFECTING THE COMPANY OR ITS SUBSIDIARIES THAT VIOLATE OR MAY
VIOLATE ANY ENVIRONMENTAL LAW AFTER THE CLOSING DATE OR THAT MAY GIVE RISE TO
ANY ENVIRONMENTAL LIABILITY, OR OTHERWISE FORM THE BASIS OF ANY CLAIM, ACTION,
DEMAND, SUIT, PROCEEDING, HEARING, STUDY OR INVESTIGATION (I) UNDER ANY
ENVIRONMENTAL LAW, OR (II) BASED ON OR RELATED TO THE MANUFACTURE, PROCESSING,
DISTRIBUTION, USE, TREATMENT, STORAGE (INCLUDING WITHOUT LIMITATION UNDERGROUND