former director or executive
officer of the Company or any Company Subsidiaries or any person who
Beneficially Owns 5% or more of the Common Shares (or any of such person's
immediate family members or Affiliates) (other than Company Subsidiaries), on
the other hand.
(L)
OFFERING OF SECURITIES.
NEITHER THE
COMPANY NOR ANY PERSON ACTING ON ITS BEHALF HAS TAKEN ANY ACTION (INCLUDING, ANY
OFFERING OF ANY SECURITIES OF THE COMPANY UNDER CIRCUMSTANCES WHICH WOULD
REQUIRE THE INTEGRATION OF SUCH OFFERING WITH THE OFFERING OF ANY OF THE
SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS OF THE SEC
PROMULGATED THEREUNDER) WHICH WOULD SUBJECT THE OFFERING, ISSUANCE, OR SALE OF
ANY OF SUCH SECURITIES TO BE ISSUED TO THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.
(M)
LITIGATION AND OTHER PROCEEDINGS; NO
UNDISCLOSED LIABILITIES.
(1)
THERE IS NO PENDING OR, TO THE KNOWLEDGE OF
THE COMPANY, THREATENED, CLAIM, ACTION, SUIT, ARBITRATION, MEDIATION, DEMAND,
HEARING, INVESTIGATION OR PROCEEDING AGAINST THE COMPANY OR ANY COMPANY
SUBSIDIARY, NOR IS THE COMPANY OR ANY COMPANY SUBSIDIARY SUBJECT TO ANY ORDER,
JUDGMENT OR DECREE, IN EACH CASE EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY.
(2)
NEITHER THE COMPANY NOR ANY OF THE COMPANY
SUBSIDIARIES HAS ANY LIABILITIES OR OBLIGATIONS OF ANY NATURE (ABSOLUTE,
ACCRUED, CONTINGENT, OR OTHERWISE) WHICH ARE NOT APPROPRIATELY REFLECTED OR
RESERVED AGAINST IN THE FINANCIAL STATEMENTS DESCRIBED IN SECTION 2.2(F) TO THE
EXTENT REQUIRED TO BE SO REFLECTED OR RESERVED AGAINST IN ACCORDANCE WITH GAAP,
EXCEPT FOR (I) LIABILITIES THAT HAVE ARISEN SINCE JUNE 30, 2009 IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE AND (II) LIABILITIES THAT HAVE
NOT HAD AND WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT
ON THE COMPANY.
15
(N)
COMPLIANCE WITH LAWS AND OTHER MATTERS;
INSURANCE.
EXCEPT AS PREVIOUSLY DISCLOSED, THE COMPANY AND EACH COMPANY
SUBSIDIARY:
(1)
IN THE CONDUCT OF ITS BUSINESS IS IN
MATERIAL COMPLIANCE WITH ALL, AND THE CONDITION AND USE OF ITS PROPERTIES DOES
NOT VIOLATE OR INFRINGE IN ANY MATERIAL RESPECT ANY, APPLICABLE MATERIAL
DOMESTIC (FEDERAL, STATE OR LOCAL) OR FOREIGN LAWS, STATUTES, ORDINANCES,
LICENSES, RULES, REGULATIONS, JUDGMENTS, DEMANDS, WRITS, INJUNCTIONS, ORDERS OR
DECREES APPLICABLE THERETO OR TO EMPLOYEES CONDUCTING ITS BUSINESS, INCLUDING
THE TROUBLED ASSET RELIEF PROGRAM, THE SARBANES-OXLEY ACT OF 2002, THE EQUAL
CREDIT OPPORTUNITY ACT, THE FAIR HOUSING ACT, THE COMMUNITY REINVESTMENT ACT,
THE HOME MORTGAGE DISCLOSURE ACT, THE UNITING AND STRENGTHENING AMERICA BY
PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM (USA
PATRIOT) ACT OF 2001, ALL OTHER APPLICABLE FAIR LENDING LAWS OR OTHER LAWS
RELATING TO DISCRIMINATION AND THE BANK SECRECY ACT;
(2)
HAS ALL MATERIAL PERMITS, LICENSES,
FRANCHISES, AUTHORIZATIONS, ORDERS, AND APPROVALS OF, AND HAS MADE ALL FILINGS,
APPLICATIONS, AND REGISTRATIONS WITH, GOVERNMENTAL ENTITIES THAT ARE REQUIRED IN
ORDER TO PERMIT IT TO OWN OR LEASE ITS PROPERTIES AND ASSETS AND TO CARRY ON ITS
BUSINESS AS