IS A
PARTY OR BY WHICH ANY OF THEIR RESPECTIVE ASSETS ARE BOUND (OTHER THAN GENERALLY
COMMERCIALLY AVAILABLE, NON-CUSTOM, OFF THE SHELF SOFTWARE APPLICATION PROGRAMS
HAVING A RETAIL ACQUISITION PRICE OF LESS THAN $25,000 PER LICENSE)
(COLLECTIVELY, "LICENSE AGREEMENTS") ARE VALID AND BINDING OBLIGATIONS OF THE
COMPANY OR THE SIGNIFICANT SUBSIDIARIES, AS THE CASE MAY BE AND, TO THE
COMPANY'S KNOWLEDGE, THE OTHER PARTIES THERETO, ENFORCEABLE IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS, EXCEPT TO THE EXTENT THAT ENFORCEMENT THEREOF MAY BE
LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM,
FRAUDULENT CONVEYANCE OR OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY, AND THERE EXISTS NO EVENT OR CONDITION WHICH
8
WILL RESULT IN A MATERIAL VIOLATION OR BREACH OF OR CONSTITUTE (WITH OR WITHOUT
DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT BY THE COMPANY UNDER SUCH LICENSE
AGREEMENTS.
(K)
TAX MATTERS. THE COMPANY AND EACH SIGNIFICANT SUBSIDIARY (I) HAS
TIMELY PREPARED AND FILED ALL FOREIGN, FEDERAL AND STATE INCOME AND ALL OTHER
TAX RETURNS, REPORTS AND DECLARATIONS REQUIRED BY ANY JURISDICTION TO WHICH IT
IS SUBJECT, (II) HAS PAID ALL MATERIAL TAXES AND OTHER GOVERNMENTAL ASSESSMENTS
AND CHARGES THAT ARE MATERIAL IN AMOUNT, SHOWN OR DETERMINED TO BE DUE ON SUCH
RETURNS, REPORTS AND DECLARATIONS, EXCEPT THOSE BEING CONTESTED IN GOOD FAITH,
WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN SET ASIDE ON THE BOOKS OF THE
COMPANY AND (III) HAS SET ASIDE ON ITS BOOKS PROVISION REASONABLY ADEQUATE FOR
THE PAYMENT OF ALL TAXES FOR PERIODS SUBSEQUENT TO THE PERIODS TO WHICH SUCH
RETURNS, REPORTS OR DECLARATIONS APPLY. TO THE COMPANY'S KNOWLEDGE, THERE ARE NO
UNPAID TAXES IN ANY MATERIAL AMOUNT CLAIMED TO BE PAST DUE BY THE TAXING
AUTHORITY OF ANY JURISDICTION, AND THE COMPANY KNOWS OF NO BASIS FOR SUCH CLAIM.
THE COMPANY HAS NOT WAIVED OR EXTENDED ANY STATUTE OF LIMITATIONS AT THE REQUEST
OF ANY TAXING AUTHORITY. THERE ARE NO OUTSTANDING TAX SHARING AGREEMENTS OR
OTHER SUCH ARRANGEMENTS BETWEEN THE COMPANY AND ANY OTHER CORPORATION OR ENTITY
AND THE COMPANY IS NOT PRESENTLY UNDERGOING ANY AUDIT BY A TAXING AUTHORITY.
(L)
ABSENCE OF LITIGATION. EXCEPT AS DISCLOSED IN THE COMPANY'S SEC
REPORTS, THERE IS NO ACTION, SUIT, CLAIM, OR PROCEEDING, OR, TO THE COMPANY'S
KNOWLEDGE, INQUIRY OR INVESTIGATION, BEFORE OR BY ANY COURT, PUBLIC BOARD,
GOVERNMENT AGENCY, SELF-REGULATORY ORGANIZATION OR BODY PENDING OR, TO THE
KNOWLEDGE OF THE COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY OR ANY OF
ITS SIGNIFICANT SUBSIDIARIES THAT WOULD REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
(M)
ENVIRONMENTAL MATTERS. TO THE COMPANY'S KNOWLEDGE, THE COMPANY AND
EACH SIGNIFICANT SUBSIDIARY (I) IS NOT IN VIOLATION OF ANY STATUTE, RULE,
REGULATION, DECISION OR ORDER OF ANY GOVERNMENTAL AGENCY OR BODY OR ANY COURT,
DOMESTIC OR FOREIGN, RELATING TO THE USE, DISPOSAL OR RELEASE OF HAZARDOUS OR
TOXIC SUBSTANCES OR RELATING TO THE PROTECTION OR RESTORATION OF THE ENVIRONMENT
OR HUMAN EXPOSURE TO HAZARDOUS OR TOXIC SUBSTANCES (COLLECTIVELY, "ENVIRONMENTAL
LAWS"), (II) DOES NOT