THE OBLIGEE OF SUCH
LIABILITY THAT SUCH LIABILITY WILL BE PAID OR DISCHARGED, OR THAT ANY AGREEMENTS
RELATING THERETO WILL BE COMPLIED WITH, OR THAT THE HOLDERS OF SUCH LIABILITY
WILL BE PROTECTED (IN WHOLE OR IN PART) AGAINST LOSS WITH RESPECT THERETO; AND
(Z) "PERSON" MEANS AN INDIVIDUAL, A LIMITED LIABILITY COMPANY, A PARTNERSHIP, A
JOINT VENTURE, A CORPORATION, A TRUST, AN UNINCORPORATED ORGANIZATION AND A
GOVERNMENT OR ANY DEPARTMENT OR AGENCY THEREOF.
(S)
ABSENCE OF LITIGATION.
THERE IS NO ACTION, SUIT, PROCEEDING, INQUIRY OR
INVESTIGATION BEFORE OR BY THE PRINCIPAL MARKET, 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, THE
COMPANY COMMON STOCK OR ANY OF THE COMPANY'S SUBSIDIARIES OR ANY OF THE
COMPANY'S OR THE COMPANY'S SUBSIDIARIES' OFFICERS OR DIRECTORS IN THEIR
CAPACITIES AS SUCH, EXCEPT AS SET FORTH IN SCHEDULE 3(S).
(T)
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
13
AS MAY BE NECESSARY TO CONTINUE ITS BUSINESS AT A COST THAT WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT.
(U)
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 (AS DEFINED IN RULE
501(F) OF THE 1933 ACT) HAS NOTIFIED THE COMPANY THAT SUCH OFFICER INTENDS TO
LEAVE THE COMPANY OR OTHERWISE TERMINATE SUCH OFFICER'S EMPLOYMENT WITH THE
COMPANY.
NO EXECUTIVE OFFICER OF THE COMPANY, TO THE KNOWLEDGE OF THE COMPANY,
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 EMPLOYMENT AND
EMPLOYMENT PRACTICES, 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.
(V)
TITLE.
THE COMPANY AND ITS SUBSIDIARIES HAVE GOOD AND MARKETABLE