OF THE PURCHASERS AND THE COMPANY FULFILLING THEIR OBLIGATIONS OR
EXERCISING THEIR RIGHTS UNDER THE TRANSACTION DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, AS A RESULT OF THE COMPANY'S ISSUANCE OF THE SECURITIES AND THE
PURCHASERS' OWNERSHIP OF THE SECURITIES.
(Q)
DISCLOSURE.
THE COMPANY CONFIRMS THAT
NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF HAS PROVIDED ANY OF THE
PURCHASERS OR THEIR AGENTS OR COUNSEL WITH ANY INFORMATION THAT CONSTITUTES OR
MIGHT CONSTITUTE MATERIAL, NONPUBLIC INFORMATION.
THE COMPANY UNDERSTANDS AND
CONFIRMS THAT EACH OF THE PURCHASERS WILL RELY ON THE FOREGOING REPRESENTATIONS
IN EFFECTING TRANSACTIONS IN SECURITIES OF THE COMPANY.
ALL DISCLOSURE
MATERIALS PROVIDED TO THE PURCHASERS REGARDING THE COMPANY, ITS BUSINESS AND THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE SCHEDULES TO THIS AGREEMENT,
FURNISHED BY OR ON BEHALF OF THE COMPANY ARE TRUE AND CORRECT AND DO NOT CONTAIN
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
NO EVENT OR
CIRCUMSTANCE HAS OCCURRED OR INFORMATION EXISTS WITH RESPECT TO THE COMPANY OR
ANY OF ITS SUBSIDIARIES OR ITS OR THEIR BUSINESS, PROPERTIES, PROSPECTS,
OPERATIONS OR FINANCIAL CONDITIONS, WHICH, UNDER APPLICABLE LAW, RULE OR
REGULATION, REQUIRES PUBLIC DISCLOSURE OR ANNOUNCEMENT BY THE COMPANY BUT WHICH
HAS NOT BEEN SO PUBLICLY ANNOUNCED OR DISCLOSED.
THE COMPANY ACKNOWLEDGES AND
AGREES THAT
10
(I) NO PURCHASER MAKES OR HAS MADE ANY REPRESENTATIONS OR WARRANTIES WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE SPECIFICALLY
SET FORTH IN SECTION 3.2 OR (II) ANY STATEMENT, COMMITMENT OR PROMISE TO THE
COMPANY OR, TO ITS KNOWLEDGE, ANY OF ITS REPRESENTATIVES WHICH IS OR WAS AN
INDUCEMENT TO THE COMPANY TO ENTER INTO THIS AGREEMENT OR OTHERWISE.
(R)
ACKNOWLEDGMENT REGARDING PURCHASERS'
PURCHASE OF SECURITIES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT EACH OF THE
PURCHASERS IS ACTING SOLELY IN THE CAPACITY OF AN ARM'S LENGTH PURCHASER WITH
RESPECT TO THE COMPANY AND TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY.
THE COMPANY FURTHER ACKNOWLEDGES THAT NO PURCHASER IS ACTING AS A
FINANCIAL ADVISOR OR FIDUCIARY OF THE COMPANY (OR IN ANY SIMILAR CAPACITY) WITH
RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY
ADVICE GIVEN BY ANY PURCHASER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR
AGENTS IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY IS MERELY INCIDENTAL TO THE PURCHASERS' PURCHASE OF THE SECURITIES.
THE
COMPANY FURTHER REPRESENTS TO EACH PURCHASER THAT THE COMPANY'S DECISION TO
ENTER INTO THIS AGREEMENT HAS BEEN BASED SOLELY ON THE INDEPENDENT EVALUATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY BY THE COMPANY AND ITS REPRESENTATIVES.
(S)
PATENTS AND TRADEMARKS.
THE COMPANY AND
THE SUBSIDIARIES HAVE, OR HAVE RIGHTS TO USE, ALL PATENTS, PATENT APPLICATIONS,
TRADEMARKS, TRADEMARK APPLICATIONS, SERVICE MARKS, TRADE NAMES, COPYRIGHTS,
LICENSES AND OTHER SIMILAR RIGHTS THAT ARE NECESSARY OR MATERIAL FOR USE IN
CONNECTION WITH THEIR RESPECTIVE BUSINESSES AS DESCRIBED IN THE SEC REPORTS AND
WHICH THE FAILURE TO SO