LITIGATION DURING THE PAST
FIVE YEARS, OTHER THAN AS DISCLOSED IN THE SEC DOCUMENTS.
(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.
NEITHER THE COMPANY NOR
ANY OF ITS SUBSIDIARIES IS A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR, TO
ITS KNOWLEDGE, EMPLOYS ANY MEMBER OF A UNION.
THE COMPANY AND ITS SUBSIDIARIES
BELIEVE THAT THEIR RELATIONS WITH THEIR EMPLOYEES ARE GOOD.
NO EXECUTIVE
OFFICER OF THE COMPANY (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.
NO EXECUTIVE OFFICER OF
THE COMPANY, 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 MATERIAL
LIABILITY WITH RESPECT TO ANY OF THE FOREGOING MATTERS.
THE COMPANY AND ITS
SUBSIDIARIES ARE 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 THE FAILURE TO BE IN
COMPLIANCE WOULD NOT REASONABLY EXPECTED TO RESULT, INDIVIDUALLY OR IN THE
AGGREGATE, IN A MATERIAL ADVERSE EFFECT.
(V)
TITLE. EXCEPT AS SET FORTH IN SCHEDULE 3(V),
THE COMPANY AND ITS SUBSIDIARIES HAVE GOOD AND MARKETABLE TITLE TO ALL PERSONAL
PROPERTY OWNED BY THEM WHICH IS MATERIAL TO THE BUSINESS OF THE COMPANY AND ITS
SUBSIDIARIES, IN EACH CASE FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES AND DEFECTS
EXCEPT (I) IMMATERIAL LIENS FOR TAXES NOT YET DELINQUENT, (II) IMMATERIAL
MECHANICS' AND MATERIALMEN'S LIENS (AND OTHER SIMILAR LIENS), AND IMMATERIAL
LIENS UNDER OPERATING AND SIMILAR AGREEMENTS, TO THE EXTENT THE SAME RELATE TO
EXPENSES INCURRED IN THE ORDINARY COURSE OF BUSINESS AND THAT ARE NOT YET DUE,
(III) THAT ARE ROUTINE GOVERNMENTAL APPROVALS, OR (IV) SUCH AS DO NOT MATERIALLY
AFFECT THE VALUE OF SUCH PROPERTY AND DO NOT INTERFERE WITH THE USE MADE AND
PROPOSED TO BE MADE OF SUCH PROPERTY BY THE COMPANY AND ANY OF ITS
13
SUBSIDIARIES.