THE COMPANY OR ANY OF ITS
SUBSIDIARIES TO UNDERTAKE, OR TO BEAR ALL OR ANY PORTION OF THE COST OF, ANY
REMEDIAL ACTION OF ANY NATURE IN CONNECTION WITH A FAILURE TO COMPLY WITH ANY
LEGAL REQUIREMENT, EXCEPT IN EITHER CASE THAT WOULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
C.
INTENTIONALLY OMITTED.
9
D.
THE COMPANY IS, AND HAS REASON TO BELIEVE THAT FOR THE FORESEEABLE FUTURE
IT WILL CONTINUE TO BE, IN COMPLIANCE WITH ALL APPLICABLE RULES OF THE OTC
BULLETIN BOARD.
THE COMPANY HAS NOT RECEIVED NOTICE FROM THE OTC BULLETIN BOARD
THAT THE COMPANY IS NOT IN COMPLIANCE WITH THE RULES OR REQUIREMENTS THEREOF.
THE ISSUANCE AND SALE OF THE SHARES UNDER THIS AGREEMENT DO NOT CONTRAVENE THE
RULES AND REGULATIONS OF THE OTC BULLETIN BOARD, AND NO APPROVAL OF THE
STOCKHOLDERS OF THE COMPANY IS REQUIRED FOR THE COMPANY TO ISSUE THE SHARES AS
CONTEMPLATED BY THIS AGREEMENT.
4.11
ENVIRONMENTAL MATTERS.
"ENVIRONMENTAL LAWS" SHALL MEAN,
COLLECTIVELY, ALL LEGAL REQUIREMENTS, INCLUDING ANY FEDERAL, STATE, LOCAL OR
FOREIGN STATUTE, LAWS, RULE, REGULATION, ORDINANCE, CODE, POLICY OR RULE OF
COMMON LAW OR ANY JUDICIAL OR ADMINISTRATIVE INTERPRETATION THEREOF, INCLUDING
ANY JUDICIAL OR ADMINISTRATIVE ORDER, CONSENT, DECREE OR JUDGMENT, RELATING TO
POLLUTION OR PROTECTION OF HUMAN HEALTH, THE ENVIRONMENT (INCLUDING, WITHOUT
LIMITATION, AMBIENT AIR, SURFACE WATER, GROUNDWATER, LAND SURFACE OR SUBSURFACE
STRATA) OR WILDLIFE, INCLUDING, WITHOUT LIMITATION, LAWS AND REGULATIONS
RELATING TO THE RELEASE OR THREATENED RELEASE OF CHEMICALS, POLLUTANTS,
CONTAMINANTS, WASTES, TOXIC SUBSTANCES, HAZARDOUS SUBSTANCES, PETROLEUM OR
PETROLEUM PRODUCTS (COLLECTIVELY, "HAZARDOUS MATERIALS") OR TO THE MANUFACTURE,
PROCESSING, DISTRIBUTION, USE, TREATMENT, STORAGE, DISPOSAL, TRANSPORT OR
HANDLING OF HAZARDOUS MATERIALS.
EXCEPT FOR SUCH MATTERS AS COULD NOT, SINGLY
OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT OR AS SET FORTH ON SCHEDULE 4.11: (I) THE COMPANY AND ITS SUBSIDIARIES
HAVE COMPLIED AND ARE IN COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS;
(II) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND ITS
SUBSIDIARIES HAVE OBTAINED, HAVE COMPLIED, AND ARE IN COMPLIANCE WITH ALL
PERMITS THAT ARE REQUIRED PURSUANT TO ENVIRONMENTAL LAWS FOR THE OCCUPATION OF
THEIR RESPECTIVE FACILITIES AND THE OPERATION OF THEIR RESPECTIVE BUSINESSES;
(III) NONE OF THE COMPANY OR ITS SUBSIDIARIES HAS RECEIVED ANY WRITTEN NOTICE,
REPORT OR OTHER INFORMATION REGARDING ANY ACTUAL OR ALLEGED VIOLATION OF
ENVIRONMENTAL LAWS, OR ANY LIABILITIES OR POTENTIAL LIABILITIES (INCLUDING
FINES, PENALTIES, COSTS AND EXPENSES), INCLUDING ANY INVESTIGATORY, REMEDIAL OR
CORRECTIVE OBLIGATIONS, RELATING TO ANY OF THEM OR THEIR RESPECTIVE FACILITIES
ARISING UNDER ENVIRONMENTAL LAWS, NOR, TO THE KNOWLEDGE OF THE COMPANY IS THERE
ANY FACTUAL BASIS THEREFORE; (IV) THERE ARE NO UNDERGROUND STORAGE TANKS,
POLYCHLORINATED BIPHENYLS, UREA FORMALDEHYDE OR OTHER HAZARDOUS SUBSTANCES
(OTHER THAN SMALL QUANTITIES OF HAZARDOUS SUBSTANCES FOR USE IN THE ORDINARY
COURSE OF THE OPERATION OF THE COMPANY'S AND ITS SUBSIDIARIES' RESPECTIVE
BUSINESSES, WHICH ARE STORED AND MAINTAINED IN ACCORDANCE AND IN COMPLIANCE WITH
ALL APPLICABLE ENVIRONMENTAL LAWS), IN, ON, OVER, UNDER OR AT ANY REAL PROPERTY
OWNED