OBLIGATIONS OR
ACCOUNTS RECEIVABLE.
2.29
BROKERS.
EXCEPT AS SET FORTH ON SCHEDULE 2.29, THE COMPANY HAS NO
CONTRACT, ARRANGEMENT OR UNDERSTANDING WITH ANY BROKER, FINDER OR SIMILAR AGENT
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
2.30
CERTAIN BUSINESS PRACTICES; COMPLIANCE WITH LAWS.
(A)
NEITHER THE COMPANY NOR, TO THE KNOWLEDGE OF THE COMPANY OR THE
SHAREHOLDERS, ANY DIRECTOR, OFFICER, AGENT OR EMPLOYEE OF THE COMPANY HAS (I)
USED ANY FUNDS FOR UNLAWFUL CONTRIBUTIONS, GIFTS, ENTERTAINMENT OR OTHER
UNLAWFUL EXPENSES RELATING TO POLITICAL ACTIVITY, (II)
ISSUED ANY UNLAWFUL
PAYMENT OR OTHER CONSIDERATION TO FOREIGN OR DOMESTIC GOVERNMENT OFFICIALS,
SUPPLIERS, EMPLOYEES, OTHER THIRD PARTIES OR TO FOREIGN OR DOMESTIC POLITICAL
PARTIES OR CAMPAIGNS OR
(III) VIOLATED, ANY PROVISION OF THE FOREIGN CORRUPT
PRACTICES ACT OF 1977, AS AMENDED (THE "FCPA"), OR (III) MADE ANY OTHER UNLAWFUL
PAYMENT UNDER UNITED STATES OR OTHER LAW.
(B)
NO PAYMENTS OR OTHER CONSIDERATION GRANTED WOULD VIOLATE ANY
PROVISION OF THE FCPA IF SUCH PAYMENTS HAD BEEN MADE BY THE INVESTOR, ANY
DOMESTIC CONCERN (AS DEFINED IN THE FCPA) OR ANY OTHER CONCERN WHICH IS SUBJECT
TO THE REQUIREMENTS OF THE FCPA.
(C)
THE COMPANY AND THE SHAREHOLDERS ARE IN COMPLIANCE WITH ALL LAWS,
STATUTES, RULES AND REGULATIONS, INCLUDING BUT NOT LIMITED TO THOSE OF ANY
FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITY IN THE UNITED STATES APPLICABLE
TO SUCH PERSON (AS HEREINAFTER DEFINED), INCLUDING WITHOUT LIMITATION THE
REQUIREMENTS OF EXECUTIVE ORDER NO. 13224, 66 FED. REG. 49079 (SEPTEMBER 25,
2001) (THE "ORDER") AND OTHER SIMILAR REQUIREMENTS CONTAINED IN THE OFFICE OF
FOREIGN ASSET CONTROL, DEPARTMENT OF TREASURY ("OFAC") AND IN ANY ENABLING
LEGISLATION OR OTHER EXECUTIVE ORDERS IN RESPECT THEREOF (THE ORDER AND SUCH
OTHER RULES, REGULATIONS, LEGISLATION OR ORDERS ARE COLLECTIVELY CALLED THE
"ORDERS").
IN ADDITION, THE REPRESENTATION AND WARRANTY
12
CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE WOULD REMAIN ACCURATE ASSUMING
FOR PURPOSES HEREOF EACH OF THE FOLLOWING ALTERNATIVES: THAT THE INVESTOR WAS
(I) THE BENEFICIAL OWNER OF IN EXCESS OF 50% BUT LESS THAN 100% OF THE
FULLY-DILUTED SHARES OF THE COMPANY AND (II) THE BENEFICIAL OWNER OF 100% OF THE
FULLY-DILUTED SHARES OF THE COMPANY. FOR PURPOSES OF THIS SECTION, "PERSON"
SHALL MEAN ANY CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, JOINT
VENTURE, INDIVIDUAL, TRUST, REAL ESTATE INVESTMENT TRUST, BANKING ASSOCIATION,
FEDERAL OR STATE SAVINGS AND LOAN INSTITUTION AND ANY OTHER LEGAL ENTITY,
WHETHER OR NOT A PARTY HERETO.
(D)
NONE OF THE COMPANY, ANY SHAREHOLDER NOR ANY CUSTOMER OR SUPPLIER
OF THE COMPANY OR ANY OTHER PERSON WITH WHOM THE COMPANY HAS DONE BUSINESS AT
ANY TIME SINCE JANUARY 1, 2004:
(I)
IS LISTED ON (A) THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED
PERSONS LIST MAINTAINED BY OFAC AND/OR ON ANY OTHER LIST OF TERRORISTS OR
TERRORIST ORGANIZATIONS MAINTAINED PURSUANT TO ANY OF THE RULES AND REGULATIONS
OF OFAC OR PURSUANT TO ANY OTHER APPLICABLE LAWS, REGULATIONS OR ORDERS, (B) THE
DENIED PERSONS LIST MAINTAINED BY THE UNITED STATES DEPARTMENT OF COMMERCE (THE
"DOC"), (C) THE UNVERIFIED LIST MAINTAINED BY THE DOC OR