LAWS.
THE COMPANY (I) IS IN
COMPLIANCE WITH ALL APPLICABLE FOREIGN FEDERAL, STATE AND LOCAL LAWS AND
REGULATIONS RELATING TO THE PROTECTION OF HUMAN HEALTH AND SAFETY, THE
ENVIRONMENT OR HAZARDOUS OR TOXIC SUBSTANCES OR WASTES, POLLUTANTS OR
CONTAMINANTS ("ENVIRONMENTAL LAWS"), (II) HAS RECEIVED ALL PERMITS, LICENSES OR
OTHER APPROVALS REQUIRED OF THEM UNDER APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT
ITS BUSINESS AND (III) IS IN COMPLIANCE WITH ALL TERMS AND CONDITIONS OF ANY
SUCH PERMIT, LICENSE OR APPROVAL WHERE, IN EACH OF THE THREE FOREGOING CLAUSES,
THE FAILURE TO SO COMPLY WOULD HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
3.12
NO INTEGRATED OFFERING.
EXCEPT FOR THE FILING OF
A SHELF REGISTRATION STATEMENT ON FORM S-3 WITH THE SEC ON APRIL 1, 2005, WHICH
REGISTRATION STATEMENT HAS NOT BEEN WITHDRAWN OR DECLARED EFFECTIVE, NEITHER THE
COMPANY, NOR ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR
BEHALF, HAS DIRECTLY OR INDIRECTLY MADE ANY OFFERS OR SALES IN ANY SECURITY OR
SOLICITED ANY OFFERS TO BUY ANY SECURITY UNDER CIRCUMSTANCES THAT WOULD REQUIRE
REGISTRATION UNDER THE SECURITIES ACT OF THE ISSUANCE OF THE SECURITIES TO THE
INVESTORS.
BASED UPON THE POLICY POSITION OF THE SEC, AS DESCRIBED IN THE SEC
STAFF'S NO-ACTION LETTERS DATED JUNE 26, 1990 TO BLACK BOX INCORPORATED AND
FEBRUARY 28, 1992 TO SQUADRON, ELLENOFF, PLEASANT & LEHRER, AND THE INVESTORS
REPRESENTATIONS IN ARTICLE II, THE ISSUANCE OF THE SECURITIES TO THE INVESTORS
WILL NOT BE INTEGRATED WITH ANY OTHER ISSUANCE OF THE COMPANY'S SECURITIES
(PAST, CURRENT OR FUTURE) FOR PURPOSES OF THE SECURITIES ACT.
THE ISSUANCE OF
THE SECURITIES TO THE INVESTORS WILL NOT BE INTEGRATED WITH ANY OTHER ISSUANCE
OF THE COMPANY'S SECURITIES (PAST, CURRENT OR FUTURE) FOR PURPOSES OF ANY
APPLICABLE RULES OF NASDAQ.
3.13
NO BROKERS.
THE COMPANY HAS TAKEN NO ACTION
WHICH WOULD GIVE RISE TO ANY CLAIM BY ANY PERSON FOR BROKERAGE COMMISSIONS,
FINDER'S FEES OR SIMILAR PAYMENTS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, EXCEPT FOR DEALINGS WITH PUNK, ZIEGEL & COMPANY, WHOSE
COMMISSIONS AND FEES WILL BE PAID FOR BY THE COMPANY.
8
3.14
INSURANCE.
THE COMPANY IS 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 IS ENGAGED.
3.15
EMPLOYMENT MATTERS.
THE COMPANY IS IN COMPLIANCE
WITH ALL FEDERAL, STATE, LOCAL AND FOREIGN LAWS AND REGULATIONS RESPECTING
EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT AND
WAGES AND HOURS, EXCEPT WHERE FAILURE TO BE IN COMPLIANCE WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT. THE COMPANY IS NOT BOUND BY OR SUBJECT TO (AND NONE OF
ITS ASSETS OR PROPERTIES IS BOUND BY OR SUBJECT TO) ANY WRITTEN OR ORAL, EXPRESS
OR IMPLIED, CONTRACT, COMMITMENT OR ARRANGEMENT WITH ANY LABOR UNION, AND NO
LABOR UNION HAS REQUESTED OR, TO THE COMPANY'S KNOWLEDGE, HAS SOUGHT TO
REPRESENT ANY OF THE EMPLOYEES, REPRESENTATIVES OR AGENTS OF THE COMPANY.