WITH ANY SUCH
EXISTING STATUTE, LAW OR REGULATION RELATING TO THE ENVIRONMENT OR OCCUPATIONAL
HEALTH AND SAFETY.
TO THE COMPANY'S KNOWLEDGE, THE COMPANY DOES NOT HAVE ANY
MATERIAL LIABILITY TO ANY GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY ARISING
UNDER OR AS A RESULT OF ANY SUCH PAST OR EXISTING STATUTE, LAW OR REGULATION
RELATING TO THE ENVIRONMENT OR OCCUPATIONAL HEALTH AND SAFETY.
3.22
PROPERTIES.
THE COMPANY HAS GOOD AND MARKETABLE
TITLE TO ALL THE PROPERTIES AND ASSETS REFLECTED AS OWNED IN THE FINANCIAL
STATEMENTS INCLUDED IN THE SEC REPORTS, SUBJECT TO NO LIEN, MORTGAGE, PLEDGE,
CHARGE OR ENCUMBRANCE OF ANY KIND EXCEPT (I) THOSE, IF ANY, REFLECTED IN THE
FINANCIAL STATEMENTS INCLUDED IN THE SEC REPORTS, (II) THOSE IMPOSED BY ITS
LENDERS, INCLUDING PARTIES TO THE COMPANY'S ACQUISITIONS; OR (III) THOSE WHICH
ARE NOT MATERIAL IN AMOUNT AND DO NOT ADVERSELY AFFECT THE USE OF SUCH PROPERTY
BY THE COMPANY AND ITS SUBSIDIARIES.
THE COMPANY HOLDS ITS LEASED PROPERTIES
UNDER VALID AND BINDING LEASES, WITH SUCH EXCEPTIONS AS ARE NOT MATERIALLY
SIGNIFICANT IN RELATION TO THE BUSINESS OF THE COMPANY.
EXCEPT AS DISCLOSED IN
THE SEC REPORTS, THE COMPANY OWNS OR LEASES ALL SUCH PROPERTIES AS ARE NECESSARY
TO ITS OPERATIONS AS NOW CONDUCTED OR AS PROPOSED TO BE CONDUCTED IN THE SEC
REPORTS.
3.23
COMPLIANCE.
THE COMPANY HAS NOT BEEN ADVISED, AND
HAS NO REASON TO BELIEVE, THAT IT IS CONDUCTING ITS BUSINESS IN VIOLATION OF
APPLICABLE LAWS, RULES AND REGULATIONS OF THE JURISDICTIONS IN WHICH IT IS
CONDUCTING BUSINESS, EXCEPT WHERE SUCH VIOLATION(S) WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
3.24
LABOR MATTERS.
NO LABOR DISPUTE WITH THE EMPLOYEES
OF THE COMPANY EXISTS OTHER THAN THOSE THAT HAVE ARISEN IN THE ORDINARY COURSE
OF BUSINESS OR, TO THE KNOWLEDGE OF THE COMPANY, IS IMMINENT OR REASONABLY
LIKELY.
3.25
OTHER GOVERNMENTAL PROCEEDINGS.
TO THE COMPANY'S
KNOWLEDGE, THERE ARE NO RULEMAKING OR SIMILAR PROCEEDINGS BEFORE FEDERAL, STATE,
LOCAL OR FOREIGN GOVERNMENT BODIES THAT INVOLVE OR AFFECT THE COMPANY, AND WHICH
RULING OR PROCEEDING, IF THE SUBJECT OF AN ACTION UNFAVORABLE TO THE COMPANY,
WOULD REASONABLY BE LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
4.
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE INVESTOR.
4.1
INVESTOR KNOWLEDGE AND STATUS.
THE INVESTOR
REPRESENTS AND WARRANTS TO, AND COVENANTS WITH, THE COMPANY THAT: (I) THE
INVESTOR IS AN "ACCREDITED INVESTOR" AS DEFINED IN REGULATION D UNDER THE
SECURITIES ACT AND HAS REQUESTED, RECEIVED, REVIEWED AND CONSIDERED ALL
INFORMATION IT DEEMED RELEVANT IN MAKING AN INFORMED DECISION TO PURCHASE THE
SHARES; (II) THE INVESTOR UNDERSTANDS THAT THE SHARES
D-6
ARE "RESTRICTED SECURITIES" AND THE OFFER AND SALE THEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT AND IS ACQUIRING THE NUMBER OF SHARES SET
FORTH ON THE SIGNATURE PAGE HERETO IN THE ORDINARY COURSE OF ITS BUSINESS AND
FOR ITS OWN ACCOUNT FOR INVESTMENT ONLY, HAS NO PRESENT INTENTION OF
DISTRIBUTING ANY OF SUCH SHARES AND HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY
OTHER PERSONS REGARDING THE DISTRIBUTION OF SUCH SHARES (THIS REPRESENTATION AND
WARRANTY