IS NO ACTION, SUIT, PROCEEDING, OR
INVESTIGATION, PENDING, OR TO LTD'S KNOWLEDGE, CURRENTLY THREATENED AGAINST LTD
THAT QUESTIONS THE VALIDITY OF THIS AGREEMENT, OR TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY, OR WHICH MIGHT RESULT, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, IN ANY MATERIAL ADVERSE CHANGE IN THE ASSETS, CONDITION, AFFAIRS OR
PROSPECTS OF LTD, FINANCIALLY OR OTHERWISE, OR ANY CHANGE IN THE CURRENT EQUITY
OWNERSHIP OF LTD, NOR IS LTD AWARE THAT THERE IS ANY BASIS FOR THE FOREGOING.
THE FOREGOING INCLUDES, WITHOUT LIMITATION, ACTIONS PENDING OR THREATENED (OR
ANY BASIS THEREFORE KNOWN TO LTD) INVOLVING THE PRIOR EMPLOYMENT OF ANY OF LTD'S
EMPLOYEES, THEIR USE IN CONNECTION WITH LTD'S BUSINESS OF ANY INFORMATION OR
TECHNIQUES ALLEGEDLY PROPRIETARY TO ANY OF THEIR FORMER EMPLOYERS, OR THEIR
OBLIGATIONS UNDER ANY AGREEMENTS WITH PRIOR EMPLOYERS. LTD IS NOT A PARTY OR
SUBJECT TO THE PROVISIONS OF ANY ORDER, WRIT, INJUNCTION, JUDGMENT OR DECREE OF
ANY COURT OR GOVERNMENT AGENCY OR INSTRUMENTALITY.
THERE IS NO ACTION, SUIT,
PROCEEDING OR INVESTIGATION BY LTD CURRENTLY PENDING OR WHICH LTD INTENDS TO
INITIATE.
SECTION 4.11
TAX RETURNS AND PAYMENTS.
LTD HAS TIMELY FILED ALL TAX RETURNS
REQUIRED TO BE FILED BY IT.
ALL TAXES SHOWN TO BE DUE AND PAYABLE ON SUCH
RETURNS, ANY ASSESSMENTS IMPOSED, AND TO LTD'S KNOWLEDGE ALL OTHER TAXES DUE AND
PAYABLE BY LTD ON OR BEFORE THE CLOSING HAVE BEEN PAID OR WILL BE PAID PRIOR TO
THE TIME THEY BECOME DELINQUENT.
LTD HAS NOT BEEN ADVISED (I) THAT ANY OF ITS
RETURNS HAVE BEEN OR ARE BEING AUDITED AS OF THE DATE HEREOF, OR (II) OF ANY
DEFICIENCY IN ASSESSMENT OR PROPOSED JUDGMENT TO ITS TAXES.
LTD HAS NO
KNOWLEDGE OF ANY LIABILITY OF ANY TAX TO BE IMPOSED UPON ITS PROPERTIES OR
ASSETS AS OF THE DATE OF THIS AGREEMENT THAT IS NOT ADEQUATELY PROVIDED FOR.
SECTION 4.12
EMPLOYEES.
NO EMPLOYEE HAS ANY AGREEMENT OR CONTRACT, WRITTEN
OR VERBAL, REGARDING HIS EMPLOYMENT, OTHER THAN STANDARD 12-MONTH EMPLOYMENT
CONTRACTS REQUIRED BY THE JEBEL ALI FREE ZONE AUTHORITY. LTD IS NOT A PARTY TO
OR BOUND BY ANY CURRENTLY EFFECTIVE EMPLOYMENT CONTRACT, DEFERRED COMPENSATION
ARRANGEMENT, BONUS PLAN, INCENTIVE PLAN, PROFIT SHARING PLAN, RETIREMENT
AGREEMENT OR OTHER EMPLOYEE COMPENSATION PLAN OR AGREEMENT. TO LTD'S KNOWLEDGE,
NO EMPLOYEE OF LTD, NOR ANY CONSULTANT WITH WHOM LTD HAS CONTRACTED, IS IN
VIOLATION OF ANY TERM OF ANY EMPLOYMENT CONTRACT, PROPRIETARY INFORMATION
AGREEMENT OR ANY OTHER AGREEMENT RELATING TO THE RIGHT OF ANY SUCH INDIVIDUAL TO
BE EMPLOYED BY, OR TO CONTRACT WITH, LTD BECAUSE OF THE NATURE OF THE BUSINESS
TO BE CONDUCTED BY LTD; AND TO LTD'S KNOWLEDGE THE CONTINUED EMPLOYMENT BY LTD
OF ITS PRESENT EMPLOYEES, AND THE PERFORMANCE OF LTD'S CONTRACTS WITH ITS
INDEPENDENT CONTRACTORS, WILL NOT RESULT IN ANY SUCH VIOLATION. LTD HAS NOT
RECEIVED ANY NOTICE ALLEGING THAT ANY SUCH VIOLATION HAS OCCURRED. NO EMPLOYEE
OF LTD HAS BEEN GRANTED THE RIGHT TO CONTINUED EMPLOYMENT BY LTD OR TO ANY
MATERIAL COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT WITH LTD.
LTD