Section 2.18 of the Disclosure Schedule, neither the Company nor any Subsidiary
has incurred, or will incur, directly or indirectly, as a result of any action
taken by the Company or any Subsidiary, any liability for brokerage or finders'
fees or agents' commissions or any similar charges in connection with this
15
Agreement or the issuance of the Purchased Securities or any transaction
contemplated hereby or thereby.
The Company agrees to indemnify and hold
harmless each Purchaser from any liability for any commission or compensation in
the nature of a finder's fee (and the costs and expenses of defending against
such liability or asserted liability) for which the Company, any Subsidiary or
any of their respective officers, employees or representatives is responsible.
2.19
Offering Exemption.
Assuming the truth and
accuracy of the representations and warranties contained in Section 3, the offer
and sale of the Purchased Securities as contemplated hereby and the issuance and
delivery to the Purchasers of the Purchased Securities and, if applicable, the
Conversion Shares, are exempt from registration under the Securities Act, and
will be registered or qualified (or exempt from registration or qualification)
under applicable state securities and "blue sky" laws, as currently in effect.
2.20
ENVIRONMENTAL MATTERS.
(A)
THE COMPANY AND
EACH SUBSIDIARY COMPLIES AND HAS AT ALL TIMES COMPLIED WITH ALL FEDERAL, STATE
AND LOCAL LAWS, JUDGMENTS, DECREES, ORDERS, CONSENT AGREEMENTS, AUTHORIZATIONS,
PERMITS, LICENSES, RULES, REGULATIONS, COMMON OR DECISION LAW (INCLUDING,
WITHOUT LIMITATION, PRINCIPLES OF NEGLIGENCE AND STRICT LIABILITY) RELATING TO
THE PROTECTION, INVESTIGATION OR RESTORATION OF THE ENVIRONMENT (INCLUDING,
WITHOUT LIMITATION, NATURAL RESOURCES) OR THE HEALTH OR SAFETY MATTERS OF HUMANS
AND OTHER LIVING ORGANISMS, INCLUDING THE RESOURCE CONSERVATION AND RECOVERY
ACT, AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND
LIABILITY ACT OF 1980, AS AMENDED, THE SUPERFUND AMENDMENTS AND REAUTHORIZATION
ACT OF 1986, AS AMENDED, THE FEDERAL CLEAN WATER ACT, AS AMENDED, THE FEDERAL
CLEAN AIR ACT, AS AMENDED, THE TOXIC SUBSTANCES CONTROL ACT, OR ANY STATE AND
LOCAL ANALOGUE (HEREINAFTER "ENVIRONMENTAL LAWS"), EXCEPT WHERE THE FAILURE TO
COMPLY WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
EXCEPT AS SET FORTH IN SECTION 2.20(B) OF
THE DISCLOSURE SCHEDULE, (I) THE COMPANY HAS NO KNOWLEDGE OF ANY CLAIM, AND HAS
NOT RECEIVED NOTICE OF A WRITTEN COMPLAINT, ORDER, DIRECTIVE, CLAIM, REQUEST FOR
INFORMATION OR CITATION, AND TO THE COMPANY'S KNOWLEDGE NO PROCEEDING HAS BEEN
INSTITUTED RAISING A CLAIM AGAINST THE COMPANY OR ANY SUBSIDIARY OR ANY
PREDECESSOR OR ANY OF THEIR RESPECTIVE REAL PROPERTIES NOW OR FORMERLY OWNED,
LEASED OR OPERATED OR OTHER ASSETS INDICATING OR ALLEGING ANY DAMAGE TO THE
ENVIRONMENT OR ANY LIABILITY OR OBLIGATION UNDER OR VIOLATION OF ANY
ENVIRONMENTAL LAW AND (II) NEITHER THE COMPANY NOR ANY SUBSIDIARY IS SUBJECT TO
ANY ORDER, DECREE, INJUNCTION OR OTHER DIRECTIVE OF ANY GOVERNMENTAL AUTHORITY.
(C)
EXCEPT AS SET FORTH IN SECTION 2.20(C) OF
THE DISCLOSURE SCHEDULE, (I) NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS USED
AND, TO THE COMPANY'S KNOWLEDGE, NO OTHER PERSON HAS USED