LIABILITIES OF A PERSON (WHETHER SUCH LIABILITIES ARE OWED BY SUCH
PERSON TO GOVERNMENTAL AUTHORITIES, THIRD PARTIES OR OTHERWISE) WHETHER
CURRENTLY IN EXISTENCE OR ARISING HEREAFTER WHICH ARISE UNDER OR RELATE TO ANY
ENVIRONMENTAL LAW.
(T)
BOOKS AND RECORDS; INTERNAL ACCOUNTING
CONTROLS. THE BOOKS, RECORDS AND DOCUMENTS OF THE COMPANY AND ITS SUBSIDIARIES
ACCURATELY REFLECT IN ALL MATERIAL RESPECTS THE INFORMATION RELATING TO THE
BUSINESS OF THE COMPANY AND THE SUBSIDIARIES, THE LOCATION AND COLLECTION OF
THEIR ASSETS, AND THE NATURE OF ALL TRANSACTIONS GIVING RISE TO THE OBLIGATIONS
OR ACCOUNTS RECEIVABLE OF THE COMPANY OR ANY SUBSIDIARY. THE COMPANY AND EACH OF
ITS SUBSIDIARIES MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT,
IN THE JUDGMENT OF THE COMPANY'S BOARD OF DIRECTORS, TO PROVIDE REASONABLE
ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH MANAGEMENT'S
GENERAL OR SPECIFIC AUTHORIZATIONS, (II) TRANSACTIONS ARE RECORDED AS NECESSARY
TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GAAP AND TO
MAINTAIN ASSET ACCOUNTABILITY, (III) ACCESS TO ASSETS IS PERMITTED ONLY IN
ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION, AND (IV) THE
RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH THE EXISTING ASSETS AT
REASONABLE INTERVALS AND APPROPRIATE ACTIONS ARE TAKEN WITH RESPECT TO ANY
DIFFERENCES.
(U)
MATERIAL AGREEMENTS. EXCEPT FOR THE
TRANSACTION DOCUMENTS OR AS SET FORTH ON SCHEDULE 2.1(U) HERETO, OR THOSE THAT
ARE INCLUDED AS EXHIBITS TO THE COMMISSION DOCUMENTS, NEITHER THE COMPANY NOR
ANY SUBSIDIARY IS A PARTY TO ANY WRITTEN OR ORAL CONTRACT, INSTRUMENT,
AGREEMENT, COMMITMENT, OBLIGATION, PLAN OR ARRANGEMENT, A COPY OF WHICH WOULD BE
REQUIRED TO BE FILED WITH THE COMMISSION (COLLECTIVELY, "MATERIAL AGREEMENTS")
IF THE COMPANY OR ANY SUBSIDIARY WERE REGISTERING SECURITIES UNDER THE
SECURITIES ACT. THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS IN ALL MATERIAL
RESPECTS PERFORMED ALL THE OBLIGATIONS REQUIRED TO BE PERFORMED BY THEM TO DATE
UNDER THE FOREGOING AGREEMENTS, HAVE RECEIVED NO NOTICE OF DEFAULT AND, TO THE
BEST OF THE COMPANY'S KNOWLEDGE, ARE NOT IN DEFAULT UNDER ANY MATERIAL AGREEMENT
NOW IN
9
EFFECT, THE RESULT OF WHICH COULD CAUSE A MATERIAL ADVERSE EFFECT. NO WRITTEN OR
ORAL CONTRACT, INSTRUMENT, AGREEMENT, COMMITMENT, OBLIGATION, PLAN OR
ARRANGEMENT OF THE COMPANY OR OF ANY SUBSIDIARY LIMITS OR SHALL LIMIT THE
PAYMENT OF DIVIDENDS ON ITS COMMON STOCK, EXCEPT AS SET FORTH ON SCHEDULE 2.1(U)
HERETO.
(V)
TRANSACTIONS WITH AFFILIATES. EXCEPT AS
DISCLOSED IN THE COMMISSION DOCUMENTS OR AS SET FORTH ON SCHEDULE 2.1(V) HERETO,
THERE ARE NO LOANS, LEASES, AGREEMENTS, CONTRACTS, ROYALTY AGREEMENTS,
MANAGEMENT CONTRACTS OR ARRANGEMENTS OR OTHER CONTINUING TRANSACTIONS BETWEEN
(A) THE COMPANY, ANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE CUSTOMERS OR
SUPPLIERS, ON THE ONE HAND, AND (B) ON THE OTHER HAND, ANY OFFICER, EMPLOYEE,
CONSULTANT OR DIRECTOR OF THE COMPANY, OR ANY OF ITS SUBSIDIARIES, OR ANY PERSON
OWNING 5% OR MORE OF THE CAPITAL STOCK OF THE COMPANY OR ANY SUBSIDIARY OR ANY
MEMBER OF THE IMMEDIATE FAMILY OF SUCH OFFICER, EMPLOYEE, CONSULTANT, DIRECTOR
OR 5% OR GREATER STOCKHOLDER OR ANY CORPORATION OR OTHER ENTITY CONTROLLED BY