FURTHERANCE OF THOSE EFFORTS, THE COMPANY
HEREBY REPRESENTS, WARRANTS AND COVENANTS THAT:
(I) NONE OF THE CASH OR
PROPERTY THAT THE COMPANY OR ANY OF ITS SUBSIDIARIES WILL PAY OR WILL CONTRIBUTE
TO THE PURCHASER HAS BEEN OR SHALL BE DERIVED FROM, OR RELATED TO, ANY ACTIVITY
THAT IS DEEMED CRIMINAL UNDER UNITED STATES LAW; AND (II) NO CONTRIBUTION OR
PAYMENT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES TO THE PURCHASER, TO THE
EXTENT THAT THEY ARE WITHIN THE COMPANY'S AND/OR ITS SUBSIDIARIES' CONTROL SHALL
CAUSE THE PURCHASER TO BE IN VIOLATION OF THE UNITED STATES BANK SECRECY ACT,
THE UNITED STATES INTERNATIONAL MONEY LAUNDERING CONTROL ACT OF 1986 OR THE
UNITED STATES INTERNATIONAL MONEY LAUNDERING ABATEMENT AND ANTI-TERRORIST
FINANCING ACT OF 2001.
THE COMPANY SHALL PROMPTLY NOTIFY THE PURCHASER IF ANY
OF THESE REPRESENTATIONS, WARRANTIES OR COVENANTS CEASES TO BE TRUE AND ACCURATE
REGARDING THE COMPANY OR ANY OF ITS SUBSIDIARIES.
THE COMPANY SHALL PROVIDE THE
PURCHASER ALL ADDITIONAL INFORMATION REGARDING THE COMPANY OR ANY OF ITS
SUBSIDIARIES THAT THE PURCHASER DEEMS NECESSARY OR CONVENIENT TO ENSURE
COMPLIANCE WITH ALL APPLICABLE LAWS CONCERNING MONEY LAUNDERING AND SIMILAR
ACTIVITIES.
THE COMPANY UNDERSTANDS AND AGREES THAT IF AT ANY TIME IT IS
DISCOVERED THAT ANY OF THE FOREGOING REPRESENTATIONS, WARRANTIES OR COVENANTS
ARE INCORRECT, OR IF OTHERWISE REQUIRED BY APPLICABLE LAW OR REGULATION RELATED
TO MONEY LAUNDERING OR SIMILAR ACTIVITIES, THE PURCHASER MAY UNDERTAKE
APPROPRIATE ACTIONS TO ENSURE COMPLIANCE WITH APPLICABLE LAW OR REGULATION,
INCLUDING BUT NOT LIMITED TO SEGREGATION AND/OR REDEMPTION OF THE PURCHASER'S
INVESTMENT IN THE COMPANY.
THE COMPANY FURTHER UNDERSTANDS THAT THE PURCHASER
MAY RELEASE CONFIDENTIAL INFORMATION ABOUT THE COMPANY AND ITS SUBSIDIARIES AND,
IF APPLICABLE, ANY UNDERLYING BENEFICIAL OWNERS, TO PROPER AUTHORITIES IF THE
PURCHASER, IN ITS SOLE DISCRETION, DETERMINES THAT IT IS IN THE BEST INTERESTS
OF THE PURCHASER IN LIGHT OF RELEVANT RULES AND REGULATIONS UNDER THE LAWS SET
FORTH IN SUBSECTION (II) ABOVE.
4.27
ERISA.
BASED UPON THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974 ("ERISA"), AND THE REGULATIONS AND PUBLISHED
INTERPRETATIONS THEREUNDER:
(I) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
HAS ENGAGED IN ANY PROHIBITED TRANSACTIONS (AS DEFINED IN SECTION 406 OF ERISA
AND SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
13
"CODE")); (II) EACH OF THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS MET ALL
APPLICABLE MINIMUM FUNDING REQUIREMENTS UNDER SECTION 302 OF ERISA IN RESPECT OF
ITS PLANS; (III) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS ANY
KNOWLEDGE OF ANY EVENT OR OCCURRENCE WHICH WOULD CAUSE THE PENSION BENEFIT
GUARANTY CORPORATION TO INSTITUTE PROCEEDINGS UNDER TITLE IV OF ERISA TO
TERMINATE ANY EMPLOYEE BENEFIT PLAN(S); (IV) NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS ANY FIDUCIARY RESPONSIBILITY FOR INVESTMENTS WITH RESPECT TO
ANY PLAN EXISTING FOR THE BENEFIT OF PERSONS OTHER THAN THE COMPANY'S OR SUCH
SUBSIDIARY'S EMPLOYEES; AND (V) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
HAS WITHDRAWN, COMPLETELY OR PARTIALLY, FROM ANY MULTI-EMPLOYER PENSION PLAN SO
AS