THE COMPANY IS NOT AWARE THAT ANY OFFICER, KEY EMPLOYEE OR GROUP OF
EMPLOYEES INTENDS TO TERMINATE HIS, HER OR THEIR EMPLOYMENT WITH THE COMPANY,
NOR DOES THE COMPANY HAVE A PRESENT INTENTION TO TERMINATE THE EMPLOYMENT OF ANY
OFFICER, KEY EMPLOYEE OR GROUP OF EMPLOYEES.
8
2.15
REGISTRATION RIGHTS AND VOTING RIGHTS.
EXCEPT AS
SET FORTH IN SCHEDULE 2.15, THE COMPANY IS PRESENTLY NOT UNDER ANY OBLIGATION,
AND HAS NOT GRANTED ANY RIGHTS, OR A PARTY TO ANY AGREEMENT, TO REGISTER ANY OF
THE COMPANY'S PRESENTLY OUTSTANDING SECURITIES OR ANY OF ITS SECURITIES THAT MAY
HEREAFTER BE ISSUED.
TO THE COMPANY'S KNOWLEDGE, AND EXCEPT AS SET FORTH IN
SCHEDULE 2.3(B), NO STOCKHOLDER OF THE COMPANY HAS ENTERED INTO ANY AGREEMENT
WITH RESPECT TO THE VOTING OR TRANSFER OF ANY EQUITY SECURITIES OF THE COMPANY.
2.16
COMPLIANCE WITH LAWS; PERMITS.
TO ITS KNOWLEDGE,
THE COMPANY IS NOT IN VIOLATION IN ANY MATERIAL RESPECT OF ANY APPLICABLE
STATUTE, RULE, REGULATION, ORDER OR RESTRICTION OF ANY DOMESTIC OR FOREIGN
GOVERNMENT OR ANY INSTRUMENTALITY OR AGENCY THEREOF IN RESPECT OF THE CONDUCT OF
ITS BUSINESS OR THE OWNERSHIP OF ITS PROPERTIES WHICH VIOLATION WOULD MATERIALLY
AND ADVERSELY AFFECT THE BUSINESS, ASSETS, LIABILITIES, FINANCIAL CONDITION,
OPERATIONS OR PROSPECTS OF THE COMPANY.
NO GOVERNMENTAL ORDERS, PERMISSIONS,
CONSENTS, APPROVALS OR AUTHORIZATIONS ARE REQUIRED TO BE OBTAINED AND NO
REGISTRATIONS OR DECLARATIONS ARE REQUIRED TO BE FILED IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE ISSUANCE OF ANY OF THE
SECURITIES, EXCEPT SUCH AS HAS BEEN DULY AND VALIDLY OBTAINED OR FILED, OR WITH
RESPECT TO ANY FILINGS THAT MUST BE MADE AFTER THE CLOSING, AS WILL BE FILED IN
A TIMELY MANNER.
THE COMPANY HAS ALL MATERIAL FRANCHISES, PERMITS, LICENSES AND
ANY SIMILAR AUTHORITY NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS NOW BEING
CONDUCTED BY IT, THE LACK OF WHICH WOULD MATERIALLY AND ADVERSELY AFFECT THE
BUSINESS, PROPERTIES, PROSPECTS OR FINANCIAL CONDITION OF THE COMPANY.
2.17
ENVIRONMENTAL AND SAFETY LAWS.
THE COMPANY IS NOT
IN VIOLATION OF ANY APPLICABLE STATUTE, LAW OR REGULATION RELATING TO THE
ENVIRONMENT OR OCCUPATIONAL HEALTH AND SAFETY, AND TO ITS KNOWLEDGE, NO MATERIAL
EXPENDITURES ARE OR WILL BE REQUIRED IN ORDER TO COMPLY WITH ANY SUCH EXISTING
STATUTE, LAW OR REGULATION.
NO HAZARDOUS MATERIALS (AS DEFINED BELOW) ARE USED
OR HAVE BEEN USED, STORED, OR DISPOSED OF BY THE COMPANY OR, TO THE COMPANY'S
KNOWLEDGE, BY ANY OTHER PERSON OR ENTITY ON ANY PROPERTY OWNED, LEASED OR USED
BY THE COMPANY.
FOR THE PURPOSES OF THE PRECEDING SENTENCE, "HAZARDOUS
MATERIALS" SHALL MEAN (A) MATERIALS WHICH ARE LISTED OR OTHERWISE DEFINED AS
"HAZARDOUS" OR "TOXIC" UNDER ANY APPLICABLE LOCAL, STATE, FEDERAL AND/OR FOREIGN
LAWS AND REGULATIONS THAT GOVERN THE EXISTENCE AND/OR REMEDY OF CONTAMINATION ON
PROPERTY, THE PROTECTION OF THE ENVIRONMENT FROM CONTAMINATION, THE CONTROL OF
HAZARDOUS WASTES, OR OTHER ACTIVITIES INVOLVING HAZARDOUS SUBSTANCES, INCLUDING
BUILDING MATERIALS, OR (B) ANY PETROLEUM PRODUCTS OR NUCLEAR MATERIALS.
2.18
VALID OFFERING.
ASSUMING THE ACCURACY OF THE
REPRESENTATIONS AND WARRANTIES