OTHER SIMILAR
TYPE OF PLAN, PROGRAM OR ARRANGEMENT PROVIDING FOR EMPLOYEE BENEFITS ("EMPLOYEE
BENEFIT PLANS").
SECTION 2.16
INTELLECTUAL PROPERTY.
SCHEDULE 2.16 OF
THE COMPANY DISCLOSURE SCHEDULE SETS FORTH ALL INTELLECTUAL PROPERTY ASSETS THAT
THE COMPANY OWNS, USES OR LICENSES IN ITS BUSINESS.
THE COMPANY OWNS OR
LICENSES ALL INTELLECTUAL PROPERTY ASSETS NECESSARY TO OPERATE ITS BUSINESS AS
PRESENTLY CONDUCTED OR INTENDED TO BE CONDUCTED UPON COMPLETION OF THE
FACILITY.
TO THE KNOWLEDGE OF THE COMPANY, THERE IS NO INTELLECTUAL PROPERTY OF
ANY THIRD PARTY THAT INFRINGES ANY OF THE INTELLECTUAL PROPERTY ASSETS OWNED BY
THE COMPANY.
NONE OF THE INTELLECTUAL PROPERTY ASSETS OWNED OR USED BY THE
COMPANY INFRINGE UPON OR, TO THE KNOWLEDGE OF THE COMPANY, IS ALLEGED TO
INFRINGE UPON, ANY INTELLECTUAL PROPERTY RIGHT OF ANY OTHER PERSON OR ENTITY.
SECTION 2.17
BROKERS.
EXCEPT AS SET FORTH ON
SCHEDULE 2.17 OF THE COMPANY DISCLOSURE SCHEDULE, NEITHER THE COMPANY NOR SUCH
MEMBER HAS PAID OR BECOME OBLIGATED TO PAY ANY FEE OR COMMISSION TO ANY BROKER,
FINDER, INTERMEDIARY, ADVISOR, CONSULTANT, OR APPRAISER FOR OR ON ACCOUNT OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE TRANSACTION DOCUMENTS.
SECTION 2.18
ACCURACY OF STATEMENTS.
NEITHER THIS
AGREEMENT NOR ANY SCHEDULE, EXHIBIT, STATEMENT, LIST, DOCUMENT, CERTIFICATE OR
OTHER INFORMATION FURNISHED OR TO BE FURNISHED BY OR ON BEHALF OF THE COMPANY OR
SUCH MEMBER TO THE PURCHASER OR REG IN CONNECTION WITH THIS AGREEMENT OR ANY OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT CONTAINS ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS CONTAINED HEREIN OR THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH
THEY ARE MADE, NOT MISLEADING.
SECTION 2.19
PURCHASE ENTIRELY FOR OWN ACCOUNT.
THE
REG COMMON STOCK TO BE RECEIVED BY THE COMPANY AND SUCH MEMBER IS AND WILL BE
ACQUIRED FOR INVESTMENT FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO THE
DISTRIBUTION OF ANY PART THEREOF, AND THE COMPANY HAS NO PRESENT INTENTION OF
SELLING, GRANTING ANY PARTICIPATION IN, OR OTHERWISE DISTRIBUTING THE SAME;
PROVIDED, HOWEVER, THAT THE COMPANY RESERVES THE RIGHT TO DISTRIBUTE ITS SHARES
OF REG COMMON STOCK TO ITS MEMBERS SUBJECT TO SECTION 5.10 HEREOF AND THE TERMS
AND CONDITIONS OF THE STOCKHOLDER AGREEMENT.
SECTION 2.20
DISCLOSURE OF INFORMATION; DUE
DILIGENCE.
THE COMPANY AND SUCH MEMBER HAS HAD THE OPPORTUNITY TO ASK QUESTIONS
OF AND RECEIVE ANSWERS FROM REG REGARDING REG AND THE TERMS AND CONDITIONS OF
THE OFFERING OF THE REG COMMON STOCK AND TO OBTAIN ADDITIONAL INFORMATION
NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION SUPPLIED OR TO WHICH IT HAD
ACCESS.
SUCH SELLER ACKNOWLEDGES AND AGREES THAT THE PURCHASER DOES NOT ASSUME
ANY
12
RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE REG COMMON STOCK OR THE
INFORMATION PROVIDED WITH RESPECT TO REG, THE REG COMMON STOCK OR THE INVESTMENT
THEREIN BY THE COMPANY REPRESENTED BY THE CONSIDERATION RECEIVED BY THE COMPANY
HEREUNDER.
SUCH SELLER FURTHER ACKNOWLEDGES AND AGREES THAT THE PURCHASER IS
NOT ACTING AS AN UNDERWRITER WITH RESPECT