DETERMINED TO BE DUE ON SUCH RETURNS, REPORTS AND DECLARATIONS, EXCEPT THOSE
BEING CONTESTED IN GOOD FAITH AND HAS SET ASIDE ON ITS BOOKS PROVISIONS
REASONABLY ADEQUATE FOR THE PAYMENT OF ALL TAXES FOR PERIODS SUBSEQUENT TO THE
PERIODS TO WHICH SUCH RETURNS, REPORTS OR DECLARATIONS APPLY.
THERE ARE NO
UNPAID TAXES IN ANY MATERIAL AMOUNT CLAIMED TO BE DUE BY THE TAXING AUTHORITY OF
ANY JURISDICTION, AND THE OFFICERS OF THE COMPANY KNOW OF NO BASIS FOR ANY SUCH
CLAIM.
THE COMPANY HAS NOT EXECUTED A WAIVER WITH RESPECT TO THE STATUTE OF
LIMITATIONS RELATING TO THE ASSESSMENT OR COLLECTION OF ANY FOREIGN, DUTCH, U.S.
FEDERAL, STATE OR LOCAL TAX.
NONE OF THE COMPANY'S TAX RETURNS IS PRESENTLY
BEING AUDITED BY ANY TAXING AUTHORITY.
15
(CC)
ACKNOWLEDGMENT REGARDING PURCHASERS' PURCHASE OF SECURITIES.
THE
COMPANY ACKNOWLEDGES AND AGREES THAT THE PURCHASERS ARE ACTING SOLELY IN THE
CAPACITY OF ARM'S LENGTH PURCHASERS WITH RESPECT 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 STATEMENT MADE BY ANY PURCHASER OR ANY OF THEIR
RESPECTIVE REPRESENTATIVES OR AGENTS IN CONNECTION WITH THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY IS NOT ADVICE OR A RECOMMENDATION AND 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 COMPANY AND
ITS REPRESENTATIVES.
(DD)
NO GENERAL SOLICITATION OR ADVERTISING IN REGARD TO THIS
TRANSACTION.
NEITHER THE COMPANY NOR, TO THE KNOWLEDGE OF THE COMPANY, ANY OF
ITS SUPERVISORY DIRECTORS, MANAGING DIRECTORS OR OFFICERS (I) HAS CONDUCTED OR
WILL CONDUCT ANY GENERAL SOLICITATION (AS THAT TERM IS USED IN RULE 502(C) OF
REGULATION D) OR GENERAL ADVERTISING WITH RESPECT TO THE SALE OF THE DEBENTURES
OR THE WARRANTS, OR (II) MADE ANY OFFERS OR SALES OF ANY SECURITY OR SOLICITED
ANY OFFERS TO BUY ANY SECURITY UNDER ANY CIRCUMSTANCES THAT WOULD REQUIRE
REGISTRATION OF THE DEBENTURES, THE UNDERLYING SHARES OR THE WARRANTS UNDER THE
SECURITIES ACT OR MADE ANY "DIRECTED SELLING EFFORTS" AS DEFINED IN RULE 902 OF
REGULATION S.
(ee)
No Disagreements with Accountants and Lawyers.
The Company is
current with respect to any fees owed to its accountants and lawyers.
3.2
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
EACH PURCHASER
HEREBY, FOR ITSELF AND FOR NO OTHER PURCHASER, REPRESENTS AND WARRANTS TO THE
COMPANY AS FOLLOWS:
(A)
ORGANIZATION; AUTHORITY.
SUCH PURCHASER IS AN ENTITY DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION WITH THE REQUISITE CORPORATE OR PARTNERSHIP
POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS
OBLIGATIONS THEREUNDER. THE PURCHASE BY SUCH PURCHASER OF THE SECURITIES
HEREUNDER HAS BEEN DULY AUTHORIZED BY ALL