WITH, OR THAT THE HOLDERS OF SUCH
LIABILITY WILL BE PROTECTED (IN WHOLE OR IN PART) AGAINST LOSS WITH RESPECT
THERETO.
(S)
ABSENCE OF LITIGATION. THERE IS NO ACTION, SUIT, PROCEEDING,
INQUIRY OR INVESTIGATION BEFORE OR BY FINRA, ANY COURT, PUBLIC BOARD, GOVERNMENT
AGENCY, SELF-REGULATORY ORGANIZATION OR BODY PENDING OR, TO THE KNOWLEDGE OF THE
COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY OR ANY OF ITS SUBSIDIARIES,
THE COMMON STOCK OR ANY OF THE COMPANY'S OR ITS SUBSIDIARIES' OFFICERS OR
DIRECTORS, WHETHER OF A CIVIL OR CRIMINAL NATURE OR OTHERWISE, IN THEIR
CAPACITIES AS SUCH, EXCEPT AS SET FORTH IN SCHEDULE 3(S). THE MATTERS SET FORTH
IN SCHEDULE 3(S) WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(T)
INSURANCE. THE COMPANY AND EACH OF ITS SUBSIDIARIES ARE
INSURED BY INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES
AND RISKS AND IN SUCH AMOUNTS AS MANAGEMENT OF THE COMPANY BELIEVES TO BE
PRUDENT AND CUSTOMARY IN THE BUSINESSES IN WHICH THE COMPANY AND ITS
SUBSIDIARIES ARE ENGAGED. NEITHER THE COMPANY NOR ANY SUCH SUBSIDIARY HAS BEEN
REFUSED ANY INSURANCE COVERAGE SOUGHT OR APPLIED FOR AND NEITHER THE COMPANY NOR
ANY SUCH SUBSIDIARY HAS ANY REASON TO BELIEVE THAT IT WILL NOT BE ABLE TO RENEW
ITS EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN
SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE ITS
BUSINESS AT A COST THAT WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(U)
EMPLOYEE RELATIONS.
(I)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS A PARTY
TO ANY COLLECTIVE BARGAINING AGREEMENT AND DOES NOT EMPLOY ANY MEMBER OF A
UNION. TO THE COMPANY'S KNOWLEDGE, THERE IS NO PENDING OR THREATENED LABOR
DISPUTE, STRIKE OR WORK STOPPAGE AFFECTING THE COMPANY'S OR ITS SUBSIDIARIES'
BUSINESS. NO EXECUTIVE OFFICER OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (AS
DEFINED IN RULE 501(F) OF THE 1933 ACT) HAS NOTIFIED THE COMPANY THAT SUCH
OFFICER INTENDS TO LEAVE THE COMPANY OR OTHERWISE TERMINATE SUCH OFFICER'S
EMPLOYMENT WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES. NO EXECUTIVE OFFICER OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES, TO THE KNOWLEDGE OF THE COMPANY, IS, OR
IS NOW EXPECTED TO BE, IN VIOLATION OF ANY MATERIAL TERM OF ANY EMPLOYMENT
CONTRACT, CONFIDENTIALITY, DISCLOSURE OR PROPRIETARY INFORMATION AGREEMENT,
NON-COMPETITION AGREEMENT, OR ANY OTHER CONTRACT OR AGREEMENT OR ANY RESTRICTIVE
COVENANT, AND, TO THE KNOWLEDGE OF THE COMPANY, THE CONTINUED EMPLOYMENT OF EACH
SUCH EXECUTIVE OFFICER DOES NOT SUBJECT THE COMPANY OR ANY OF ITS SUBSIDIARIES
TO ANY LIABILITY WITH RESPECT TO ANY OF THE FOREGOING MATTERS.
14
(II)
THE COMPANY AND ITS SUBSIDIARIES ARE IN COMPLIANCE WITH ALL
FEDERAL, STATE, LOCAL AND FOREIGN LAWS AND REGULATIONS RESPECTING LABOR,
EMPLOYMENT AND EMPLOYMENT PRACTICES AND BENEFITS, TERMS AND CONDITIONS OF
EMPLOYMENT AND WAGES AND HOURS, EXCEPT WHERE FAILURE TO BE IN COMPLIANCE WOULD
NOT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
(V)
TITLE. THE COMPANY AND ITS SUBSIDIARIES