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 DOES 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
10
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 OR OPERATED BY THE COMPANY AND/OR ITS
SUBSIDIARIES; (V) THERE ARE NO CONDITIONS EXISTING AT ANY REAL PROPERTY OR WITH
RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES THAT REQUIRE REMEDIAL OR
CORRECTIVE ACTION, REMOVAL, MONITORING OR CLOSURE PURSUANT TO THE ENVIRONMENTAL
LAWS AND (VI) TO THE KNOWLEDGE OF THE COMPANY, NEITHER THE COMPANY NOR ANY OF
ITS SUBSIDIARIES HAS CONTRACTUALLY, BY OPERATION OF