EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON ORGANIC.
(E)
ABSENCE OF UNDISCLOSED LIABILITIES.
ORGANIC HAS NO MATERIAL
OBLIGATIONS OR LIABILITIES OF ANY NATURE (MATURED OR UNMATURED, FIXED OR
CONTINGENT) OTHER THAN (I) THOSE SET FORTH OR ADEQUATELY PROVIDED FOR IN THE
BALANCE SHEET INCLUDED IN THE FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDED
SEPTEMBER 30, 2006 (THE "ORGANIC BALANCE SHEET"), (II) THOSE INCURRED IN THE
ORDINARY COURSE OF BUSINESS AND NOT REQUIRED TO BE SET FORTH IN THE ORGANIC
BALANCE SHEET UNDER GAAP, (III) THOSE INCURRED IN THE ORDINARY COURSE OF
BUSINESS SINCE THE ORGANIC BALANCE SHEET DATE AND NOT REASONABLY LIKELY TO HAVE
A MATERIAL ADVERSE EFFECT ON ORGANIC; AND (IV) THOSE INCURRED IN CONNECTION WITH
THE EXECUTION OF THE ORGANIC MERGER DOCUMENTS.
(F)
LITIGATION.
THERE IS NO PRIVATE OR GOVERNMENTAL ACTION, SUIT,
PROCEEDING, CLAIM, ARBITRATION, AUDIT OR INVESTIGATION PENDING BEFORE ANY
AGENCY, COURT OR TRIBUNAL, FOREIGN OR DOMESTIC, OR, TO THE KNOWLEDGE OF ORGANIC,
THREATENED AGAINST ORGANIC OR ANY OF ITS PROPERTIES OR ANY OF ITS OFFICERS OR
DIRECTORS (IN THEIR CAPACITIES AS SUCH) THAT, INDIVIDUALLY OR IN THE AGGREGATE,
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON ORGANIC. THERE
IS NO INJUNCTION, JUDGMENT, DECREE, ORDER OR REGULATORY RESTRICTION IMPOSED UPON
ORGANIC OR ANY OF ITS ASSETS OR BUSINESS, OR, TO THE KNOWLEDGE OF ORGANIC, ANY
OF THEIR ITS DIRECTORS OR OFFICERS (IN THEIR CAPACITIES AS SUCH), THAT WOULD
PREVENT, ENJOIN, ALTER OR MATERIALLY DELAY ANY OF THE TRANSACTIONS
16
CONTEMPLATED BY THIS AGREEMENT, OR THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON ORGANIC.
FOR THE PURPOSES OF THIS SECTION 5, ANY
REFERENCE TO ORGANIC'S "KNOWLEDGE" MEANS THE ACTUAL KNOWLEDGE OF JASON BROWN,
ORGANIC'S CHIEF EXECUTIVE OFFICER, AFTER REASONABLE INQUIRY (WITHIN THE MEANING
OF RULE 405 UNDER THE SECURITIES ACT).
(G)
RESTRICTIONS ON BUSINESS ACTIVITIES. THERE IS NO AGREEMENT,
JUDGMENT, INJUNCTION, ORDER OR DECREE BINDING UPON ORGANIC WHICH HAS OR
REASONABLY COULD BE EXPECTED TO HAVE THE EFFECT OF PROHIBITING OR MATERIALLY
IMPAIRING ANY BUSINESS PRACTICE OF ORGANIC, ANY ACQUISITION OF PROPERTY BY
ORGANIC OR THE CONDUCT OF BUSINESS BY ORGANIC.
(H)
GOVERNMENTAL AUTHORIZATION.
ORGANIC HAS OBTAINED EACH FEDERAL,
STATE, COUNTY, LOCAL OR FOREIGN GOVERNMENTAL CONSENT, LICENSE, PERMIT, GRANT, OR
OTHER AUTHORIZATION OF A GOVERNMENTAL ENTITY (I) PURSUANT TO WHICH ORGANIC
CURRENTLY OPERATES OR HOLDS ANY INTEREST IN ANY OF ITS PROPERTIES OR (II) THAT
IS REQUIRED FOR THE OPERATION OF ORGANIC'S BUSINESS OR THE HOLDING OF ANY SUCH
INTEREST ((I) AND (II) HEREIN COLLECTIVELY CALLED "ORGANIC AUTHORIZATIONS"), AND
ALL OF SUCH ORGANIC AUTHORIZATIONS ARE IN FULL FORCE AND EFFECT, EXCEPT WHERE
THE FAILURE TO OBTAIN OR HAVE ANY OF SUCH ORGANIC AUTHORIZATIONS OR WHERE THE
FAILURE OF SUCH ORGANIC AUTHORIZATIONS TO BE IN FULL FORCE AND EFFECT COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON ORGANIC.
(I)
TITLE TO PROPERTY.
ORGANIC HAS GOOD AND VALID TITLE TO ALL OF
ITS PROPERTIES, INTERESTS IN PROPERTIES AND OTHER ASSETS, REAL AND PERSONAL,
TANGIBLE AND INTANGIBLE, OR