SUBSIDIARIES, THE COMMON STOCK OR ANY OF THE
COMPANY'S SUBSIDIARIES OR ANY OF THE COMPANY'S OR ITS SUBSIDIARIES' OFFICERS OR
DIRECTORS, WHETHER OF A CIVIL OR CRIMINAL NATURE OR OTHERWISE.
(U)
INSURANCE.
THE COMPANY AND EACH OF ITS SUBSIDIARIES ARE INSURED BY
INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS
AND IN SUCH AMOUNTS AS MANAGEMENT OF THE COMPANY BELIEVES TO BE PRUDENT AND
CUSTOMARY IN THE BUSINESSES IN WHICH THE COMPANY AND ITS SUBSIDIARIES ARE
ENGAGED.
NEITHER THE COMPANY NOR ANY SUCH SUBSIDIARY HAS BEEN REFUSED ANY
INSURANCE COVERAGE SOUGHT OR APPLIED FOR AND NEITHER THE COMPANY NOR ANY SUCH
SUBSIDIARY HAS ANY REASON TO BELIEVE THAT IT WILL NOT BE ABLE TO RENEW ITS
EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN
SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE ITS
BUSINESS AT A COST THAT WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(V)
EMPLOYEE RELATIONS.
(I)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
IS A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR EMPLOYS ANY MEMBER OF A
UNION.
THE COMPANY AND ITS SUBSIDIARIES BELIEVE THAT THEIR RELATIONS WITH THEIR
EMPLOYEES ARE GOOD.
NO EXECUTIVE OFFICER OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES (AS DEFINED IN RULE 501(F) OF THE 1933 ACT) HAS NOTIFIED THE
COMPANY OR ANY SUCH SUBSIDIARY THAT SUCH OFFICER INTENDS TO LEAVE THE COMPANY OR
ANY SUCH SUBSIDIARY OR OTHERWISE TERMINATE SUCH OFFICER'S EMPLOYMENT WITH THE
COMPANY OR ANY SUCH SUBSIDIARY.
NO EXECUTIVE OFFICER OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES IS, OR IS NOW EXPECTED TO BE, IN VIOLATION OF ANY MATERIAL TERM
OF ANY EMPLOYMENT CONTRACT, CONFIDENTIALITY, DISCLOSURE OR PROPRIETARY
INFORMATION AGREEMENT, NON-COMPETITION AGREEMENT, OR ANY OTHER CONTRACT OR
AGREEMENT OR ANY RESTRICTIVE COVENANT, AND THE CONTINUED EMPLOYMENT OF EACH SUCH
EXECUTIVE OFFICER DOES NOT SUBJECT THE COMPANY OR ANY OF ITS SUBSIDIARIES TO ANY
LIABILITY WITH RESPECT TO ANY OF THE FOREGOING MATTERS.
(II)
THE COMPANY AND ITS SUBSIDIARIES ARE IN COMPLIANCE WITH ALL
FEDERAL, STATE, LOCAL AND FOREIGN LAWS AND REGULATIONS RESPECTING LABOR,
EMPLOYMENT AND EMPLOYMENT PRACTICES AND BENEFITS, TERMS AND CONDITIONS OF
EMPLOYMENT AND WAGES AND HOURS, EXCEPT WHERE FAILURE TO BE IN COMPLIANCE WOULD
NOT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
(W)
TITLE.
EXCEPT AS SET FORTH ON SCHEDULE 3(W), THE COMPANY AND ITS
SUBSIDIARIES HAVE (I) GOOD AND MARKETABLE TITLE IN FEE SIMPLE TO ALL REAL
PROPERTY OTHER THAN OIL AND GAS INTERESTS, IF ANY, (II) GOOD AND INDEFEASIBLE
TITLE TO ITS OIL AND GAS INTERESTS AND (III) GOOD AND MARKETABLE TITLE TO ALL
PERSONAL PROPERTY OWNED BY THEM WHICH IS MATERIAL TO THE BUSINESS OF THE COMPANY
AND ITS SUBSIDIARIES, IN EACH CASE FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES AND
DEFECTS EXCEPT SUCH AS DO NOT MATERIALLY AFFECT THE VALUE OF SUCH PROPERTY OR
INTERESTS AND DO NOT INTERFERE WITH THE USE MADE AND PROPOSED TO BE MADE OF SUCH
PROPERTY OR INTERESTS