THEREBY HAS RECEIVED
ANY WRITTEN NOTICE OF OR INQUIRY REGARDING ALLEGED, ACTUAL OR POTENTIAL
RESPONSIBILITY FOR (I) ANY RELEASE OR THREATENED OR SUSPECTED RELEASE OF ANY
HAZARDOUS MATERIAL, OR (II) ANY VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW,
AND THERE IS NO OUTSTANDING CIVIL, CRIMINAL OR ADMINISTRATIVE INVESTIGATION,
ACTION, SUIT HEARING OR PROCEEDING PENDING OR THREATENED AGAINST THE SELLERS
PURSUANT TO ANY APPLICABLE ENVIRONMENTAL LAW.
(D)
TO THE SELLERS' KNOWLEDGE, NEITHER SELLER
NOR ANY PREDECESSOR THEREOF NOR ANY ENTITY PREVIOUSLY OWNED THEREBY HAS ANY
OBLIGATION OR LIABILITY WITH RESPECT TO ANY HAZARDOUS MATERIAL UNDER ANY
APPLICABLE ENVIRONMENTAL LAW, INCLUDING ANY RELEASE OR THREATENED OR SUSPECTED
RELEASE OF ANY HAZARDOUS MATERIAL AND ANY VIOLATION OF ANY APPLICABLE
ENVIRONMENTAL LAW, AND THERE HAVE BEEN NO EVENTS, FACTS OR CIRCUMSTANCES WHICH
COULD REASONABLY BE EXPECTED TO FORM THE BASIS OF ANY SUCH OBLIGATION OR
LIABILITY.
(E)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS SECTION 2.19 SHALL SERVE AS THE SOLE AND EXCLUSIVE
REPRESENTATIONS AND WARRANTIES OF THE SELLERS RELATING TO ENVIRONMENTAL LAWS
AND/OR HAZARDOUS MATERIALS.
SECTION 2.20
ABSENCE OF LITIGATION.
(A)
NO MATERIAL LEGAL PROCEEDINGS BY OR AGAINST
EITHER SELLER ARE PENDING OR, TO THE SELLERS' KNOWLEDGE, THREATENED AGAINST
EITHER SELLER.
25
(B)
TO THE SELLERS' KNOWLEDGE, NEITHER SELLER IS
SUBJECT TO ANY JUDGMENT, INJUNCTION OR OTHER JUDICIAL OR ARBITRAL DECISION OR
AWARD WHICH RESTRICTS THE SELLERS' PRESENT OR FUTURE BUSINESS.
SECTION 2.21
EXPORT CONTROL LAWS.
EACH SELLER HAS
AT ALL TIMES CONDUCTED ITS EXPORT TRANSACTIONS MATERIALLY IN ACCORDANCE WITH
(I) ALL APPLICABLE U.S. EXPORT AND RE-EXPORT CONTROLS, INCLUDING THE UNITED
STATES EXPORT ADMINISTRATION ACT AND REGULATIONS AND FOREIGN ASSETS CONTROL
REGULATIONS AND (II) ALL OTHER APPLICABLE IMPORT/EXPORT CONTROLS IN OTHER
COUNTRIES IN WHICH THE SELLERS CONDUCT BUSINESS.
WITHOUT LIMITING THE
FOREGOING:
(A)
EACH SELLER HAS OBTAINED, AND IS IN
MATERIAL COMPLIANCE WITH, ALL EXPORT LICENSES, LICENSE EXCEPTIONS AND OTHER
CONSENTS, NOTICES, WAIVERS, APPROVALS, ORDERS, AUTHORIZATIONS, REGISTRATIONS,
DECLARATIONS, CLASSIFICATIONS AND FILINGS WITH ANY GOVERNMENTAL OR REGULATORY
AUTHORITY REQUIRED FOR (I) THE EXPORT AND RE-EXPORT OF PRODUCTS, SERVICES,
SOFTWARE AND TECHNOLOGIES AND (II) RELEASES OF TECHNOLOGIES AND SOFTWARE TO
FOREIGN NATIONALS LOCATED IN THE UNITED STATES AND ABROAD ("EXPORT APPROVALS");
(B)
THERE ARE NO PENDING OR, TO THE SELLERS'
KNOWLEDGE, THREATENED CLAIMS AGAINST THE SELLERS WITH RESPECT TO SUCH EXPORT
APPROVALS; AND
(C)
TO THE SELLERS' KNOWLEDGE, AS OF THE DATE
HEREOF, THERE ARE NO ACTIONS, CONDITIONS OR CIRCUMSTANCES PERTAINING TO THE
SELLERS' EXPORT TRANSACTIONS THAT HAVE GIVEN RISE TO ANY CLAIMS.
SECTION 2.22
FOREIGN CORRUPT PRACTICES ACT.
TO THE
SELLERS' KNOWLEDGE, NEITHER SELLER (INCLUDING ANY OF THEIR OFFICERS, DIRECTORS,
AGENTS, DISTRIBUTORS, EMPLOYEES OR OTHER PERSON ACTING ON BEHALF OF THE SELLERS)
HAVE, DIRECTLY OR INDIRECTLY, TAKEN ANY ACTION WHICH WOULD CAUSE THEM TO BE IN
VIOLATION OF THE FOREIGN CORRUPT PRACTICES ACT OF 1977, AS AMENDED, OR ANY
RULES OR REGULATIONS THEREUNDER OR ANY SIMILAR ANTI-CORRUPTION OR ANTI-BRIBERY
LEGAL REQUIREMENTS APPLICABLE TO THE SELLERS IN ANY JURISDICTION OTHER THAN THE
UNITED STATES (COLLECTIVELY, THE "FCPA"), OR, TO THE SELLERS' KNOWLEDGE, USED
ANY CORPORATE