GROUP HAS NO CURRENT OR
POTENTIAL LIABILITY UNDER ERISA OR THE CODE BY REASON OF BEING CONSIDERED A
SINGLE EMPLOYER UNDER SECTION 414 OF THE CODE WITH ANY PERSON OTHER THAN A
MEMBER OF THE COMPANY GROUP.
4.19
ENVIRONMENT, HEALTH AND SAFETY.
EXCEPT AS SET FORTH ON SCHEDULE
4.19:
(A)
EACH MEMBER OF THE COMPANY GROUP HAS COMPLIED AND IS IN COMPLIANCE
IN ALL MATERIAL RESPECTS WITH ALL ENVIRONMENTAL AND SAFETY REQUIREMENTS THAT ARE
APPLICABLE TO THE COMPANY GROUP'S BUSINESS, EXCEPT WHERE THE FAILURE TO COMPLY
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(B)
NO MEMBER OF THE COMPANY GROUP HAS RECEIVED ANY WRITTEN NOTICE,
REPORT OR OTHER INFORMATION REGARDING ANY LIABILITIES OR POTENTIAL LIABILITIES,
INCLUDING ANY INVESTIGATORY, REMEDIAL OR CORRECTIVE OBLIGATIONS, RELATING TO
SUCH MEMBER OF THE COMPANY GROUP OR SUCH MEMBER'S FACILITIES AND ARISING UNDER
ENVIRONMENTAL AND SAFETY REQUIREMENTS; AND
(C)
NO MEMBER OF THE COMPANY GROUP HAS, EITHER EXPRESSLY OR BY
OPERATION OF LAW, ASSUMED OR UNDERTAKEN ANY LIABILITY, INCLUDING ANY OBLIGATION
FOR CORRECTIVE OR REMEDIAL ACTION, OF ANY OTHER PERSON RELATING TO ENVIRONMENTAL
AND SAFETY REQUIREMENTS.
4.20
TRANSACTIONS WITH AFFILIATES.
EXCEPT FOR PERMITTED AFFILIATE
TRANSACTIONS AND EXCEPT AS DESCRIBED IN THE COMPANY REPORTS, NEITHER THE COMPANY
NOR ANY OF THE OTHER MEMBERS OF THE COMPANY GROUP IS PARTY TO ANY AGREEMENT,
ARRANGEMENT OR TRANSACTION WITH ANY AFFILIATE WHICH IS MATERIAL TO THE COMPANY'S
AND THE COMPANY GROUP'S BUSINESS, TAKEN AS A WHOLE.
4.21
TAXES.
EXCEPT AS SET FORTH ON SCHEDULE 4.21, EACH OF MEMBER OF THE
COMPANY GROUP HAS FILED ALL TAX RETURNS WHICH IT IS REQUIRED TO FILE UNDER
APPLICABLE LAWS.
ALL SUCH TAX RETURNS ARE COMPLETE AND CORRECT AND HAVE BEEN
PREPARED IN COMPLIANCE WITH ALL APPLICABLE LAWS IN ALL MATERIAL RESPECTS.
EACH
MEMBER OF THE COMPANY GROUP HAS PAID ALL TAXES DUE AND OWING BY IT (WHETHER OR
NOT SUCH TAXES ARE REQUIRED TO BE SHOWN ON A TAX RETURN) AND HAVE WITHHELD AND
PAID OVER TO THE APPROPRIATE TAXING AUTHORITY ALL TAXES WHICH THEY WERE OR ARE
REQUIRED TO
24
WITHHOLD FROM AMOUNTS PAID OR OWING TO ANY EMPLOYEE, STOCKHOLDER, CREDITOR OR
OTHER THIRD PARTY.
NO MEMBER OF THE COMPANY GROUP HAS WAIVED ANY STATUTE OF
LIMITATIONS WITH RESPECT TO ANY TAXES OR AGREED TO ANY EXTENSION OF TIME WITH
RESPECT TO ANY TAX ASSESSMENT OR DEFICIENCY.
THERE ARE NO LIENS FOR TAXES
(OTHER THAN PERMITTED LIENS) UPON ANY OF THE ASSETS OF ANY MEMBER OF THE COMPANY
GROUP.
SINCE JANUARY 1, 2002, NO WRITTEN CLAIM HAS EVER BEEN MADE BY A
GOVERNMENTAL AGENCY IN A JURISDICTION WHERE NO MEMBER OF THE COMPANY GROUP FILES
TAX RETURNS THAT ANY MEMBER OF THE COMPANY GROUP IS OR MAY BE SUBJECT TO
TAXATION BY THAT JURISDICTION.
4.22
OTHER INVESTORS.
SET FORTH ON SCHEDULE 4.22 IS A LIST OF ALL
STOCKHOLDERS OF THE COMPANY WHO AS OF THE DATE HEREOF AND TO THE COMPANY'S
KNOWLEDGE, BASED UPON SEC FILINGS OF STOCKHOLDERS, AFTER GIVING EFFECT TO THE
TERMS HEREOF, OWN MORE