REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(Q)
ENVIRONMENTAL AND SAFETY LAWS.
NEITHER IT NOR ANY OF ITS
SUBSIDIARIES IS IN VIOLATION OF ANY APPLICABLE STATUTE, LAW OR REGULATION
RELATING TO THE ENVIRONMENT OR OCCUPATIONAL HEALTH AND SAFETY, AND TO ITS
KNOWLEDGE, NO MATERIAL EXPENDITURES ARE OR WILL BE REQUIRED IN ORDER TO COMPLY
WITH ANY SUCH EXISTING STATUTE, LAW OR REGULATION.
EXCEPT AS SET FORTH ON
SCHEDULE 12(Q), NO HAZARDOUS MATERIALS (AS DEFINED BELOW) ARE USED OR HAVE BEEN
USED, STORED, OR DISPOSED OF BY IT OR ANY OF ITS SUBSIDIARIES OR, TO ITS
KNOWLEDGE, BY ANY OTHER PERSON ON ANY PROPERTY OWNED, LEASED OR USED BY IT OR
ANY OF ITS SUBSIDIARIES.
FOR THE PURPOSES OF THE PRECEDING SENTENCE, "HAZARDOUS
MATERIALS" SHALL MEAN:
(I)
MATERIALS WHICH ARE LISTED OR OTHERWISE DEFINED AS "HAZARDOUS" OR
"TOXIC" UNDER ANY APPLICABLE LOCAL, STATE, FEDERAL AND/OR FOREIGN LAWS AND
REGULATIONS THAT GOVERN THE EXISTENCE AND/OR REMEDY OF CONTAMINATION ON
PROPERTY, THE PROTECTION OF THE ENVIRONMENT
19
FROM CONTAMINATION, THE CONTROL OF HAZARDOUS WASTES, OR OTHER ACTIVITIES
INVOLVING HAZARDOUS SUBSTANCES, INCLUDING BUILDING MATERIALS; AND
(II)
ANY PETROLEUM PRODUCTS OR NUCLEAR MATERIALS.
(R)
VALID OFFERING.
ASSUMING THE ACCURACY OF THE REPRESENTATIONS AND
WARRANTIES OF LAURUS CONTAINED IN THIS AGREEMENT, THE OFFER AND ISSUANCE OF THE
SECURITIES WILL BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND WILL HAVE BEEN REGISTERED OR
QUALIFIED (OR ARE EXEMPT FROM REGISTRATION AND QUALIFICATION) UNDER THE
REGISTRATION, PERMIT OR QUALIFICATION REQUIREMENTS OF ALL APPLICABLE STATE
SECURITIES LAWS.
(S)
FULL DISCLOSURE.
IT AND EACH OF ITS SUBSIDIARIES HAS PROVIDED
LAURUS WITH ALL INFORMATION REQUESTED BY LAURUS IN CONNECTION WITH LAURUS'
DECISION TO ENTER INTO THIS AGREEMENT, INCLUDING ALL INFORMATION EACH COMPANY
AND ITS SUBSIDIARIES BELIEVE IS REASONABLY NECESSARY TO MAKE SUCH INVESTMENT
DECISION.
NEITHER THIS AGREEMENT, THE ANCILLARY AGREEMENTS NOR THE EXHIBITS AND
SCHEDULES HERETO AND THERETO NOR ANY OTHER DOCUMENT DELIVERED BY IT OR ANY OF
ITS SUBSIDIARIES TO LAURUS OR ITS ATTORNEYS OR AGENTS IN CONNECTION HEREWITH OR
THEREWITH OR WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT NOR OMIT TO STATE A MATERIAL FACT NECESSARY
IN ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN, IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY ARE MADE, NOT MISLEADING.
ANY FINANCIAL PROJECTIONS
AND OTHER ESTIMATES PROVIDED TO LAURUS BY IT OR ANY OF ITS SUBSIDIARIES WERE
BASED ON ITS AND ITS SUBSIDIARIES' EXPERIENCE IN THE INDUSTRY AND ON ASSUMPTIONS
OF FACT AND OPINION AS TO FUTURE EVENTS WHICH IT OR ANY OF ITS SUBSIDIARIES, AT
THE DATE OF THE ISSUANCE OF SUCH PROJECTIONS OR ESTIMATES, BELIEVED TO BE
REASONABLE.
(T)
INSURANCE.
IT AND EACH OF ITS SUBSIDIARIES HAS GENERAL
COMMERCIAL, PRODUCT LIABILITY, FIRE AND CASUALTY INSURANCE POLICIES WITH
COVERAGES WHICH IT BELIEVES ARE CUSTOMARY FOR COMPANIES SIMILARLY SITUATED TO IT
AND ITS SUBSIDIARIES IN THE SAME OR SIMILAR BUSINESS.
(U)
SEC REPORTS AND FINANCIAL STATEMENTS.
EXCEPT AS SET FORTH ON