OR THE BUSINESS OF ANY OF ITS
SUBSIDIARIES.
TO THE BEST OF THE COMPANY'S KNOWLEDGE, 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 STORAGE TANKS), DISPOSAL, TRANSPORT OR HANDLING, OR THE EMISSION,
DISCHARGE, RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS SUBSTANCE.
(T)
BOOKS AND RECORDS; INTERNAL ACCOUNTING CONTROLS.
THE RECORDS AND
DOCUMENTS OF THE COMPANY AND ITS SUBSIDIARIES ACCURATELY REFLECT IN ALL MATERIAL
RESPECTS THE INFORMATION RELATING TO THE BUSINESS OF THE COMPANY AND THE
SUBSIDIARIES, THE LOCATION AND COLLECTION OF THEIR ASSETS, AND THE NATURE OF ALL
TRANSACTIONS GIVING RISE TO THE OBLIGATIONS OR ACCOUNTS RECEIVABLE OF THE
COMPANY OR ANY SUBSIDIARY.
THE COMPANY AND EACH OF ITS SUBSIDIARIES MAINTAIN A
SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT, IN THE JUDGMENT OF THE
COMPANY'S BOARD OF DIRECTORS, TO PROVIDE REASONABLE ASSURANCE THAT (I)
TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATIONS, (II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT
PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES AND TO MAINTAIN ASSET ACCOUNTABILITY, (III) ACCESS TO
ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATION AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH
THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTIONS ARE TAKEN
WITH RESPECT TO ANY DIFFERENCES.
(U)
MATERIAL AGREEMENTS.
EXCEPT FOR THE TRANSACTION DOCUMENTS (WITH
RESPECT TO CLAUSE (I) ONLY), AS DISCLOSED IN THE COMMISSION DOCUMENTS OR AS SET
FORTH ON SCHEDULE 2.1(U) HERETO, OR AS WOULD NOT BE REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT, (I) THE COMPANY AND EACH OF ITS SUBSIDIARIES HAVE
PERFORMED ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY THEM TO DATE UNDER ANY
WRITTEN OR ORAL CONTRACT, INSTRUMENT, AGREEMENT, COMMITMENT, OBLIGATION, PLAN OR
ARRANGEMENT, FILED OR REQUIRED TO BE FILED WITH THE COMMISSION (THE "MATERIAL
AGREEMENTS"), (II) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED
ANY NOTICE OF DEFAULT UNDER ANY MATERIAL AGREEMENT AND, (III) TO THE BEST OF THE
COMPANY'S KNOWLEDGE, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS IN
DEFAULT UNDER ANY MATERIAL AGREEMENT NOW IN EFFECT.
(V)
TRANSACTIONS WITH AFFILIATES.
EXCEPT AS SET FORTH ON SCHEDULE
2.1(V) HERETO AND IN THE COMMISSION DOCUMENTS, THERE ARE NO LOANS, LEASES,
AGREEMENTS, CONTRACTS, ROYALTY AGREEMENTS, MANAGEMENT CONTRACTS OR ARRANGEMENTS
OR OTHER CONTINUING TRANSACTIONS BETWEEN (A)