PRESENTLY OUTSTANDING SECURITIES OR ANY OF ITS SECURITIES THAT
MAY HEREAFTER BE ISSUED.
EXCEPT AS SET FORTH ON SCHEDULE 4.15 AND EXCEPT AS
DISCLOSED IN EXCHANGE ACT FILINGS, TO THE COMPANY'S KNOWLEDGE, NO STOCKHOLDER OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES HAS ENTERED INTO ANY AGREEMENT WITH
RESPECT TO THE VOTING OF EQUITY SECURITIES OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES.
COMPLIANCE WITH LAWS; PERMITS.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
IS IN VIOLATION OF ANY PROVISION OF THE SARBANES-OXLEY ACT OF 2002 OR ANY SEC
RELATED REGULATION OR RULE OR ANY RULE OF THE PRINCIPAL MARKET (AS HEREAFTER
DEFINED) PROMULGATED THEREUNDER OR ANY OTHER APPLICABLE STATUTE, RULE,
REGULATION, ORDER OR RESTRICTION OF ANY DOMESTIC OR FOREIGN GOVERNMENT OR ANY
INSTRUMENTALITY OR AGENCY THEREOF IN RESPECT OF THE CONDUCT OF ITS BUSINESS OR
THE OWNERSHIP OF ITS PROPERTIES WHICH HAS HAD, OR COULD REASONABLY BE EXPECTED
TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
NO
GOVERNMENTAL ORDERS, PERMISSIONS, CONSENTS, APPROVALS OR AUTHORIZATIONS ARE
REQUIRED TO BE OBTAINED AND NO REGISTRATIONS OR DECLARATIONS ARE REQUIRED TO BE
FILED IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY
OTHER RELATED AGREEMENT AND THE ISSUANCE OF ANY OF THE SECURITIES, EXCEPT SUCH
AS HAVE BEEN DULY AND VALIDLY OBTAINED OR FILED, OR WITH RESPECT TO ANY FILINGS
THAT MUST BE MADE AFTER THE CLOSING, AS WILL BE FILED IN A TIMELY MANNER.
THE
COMPANY AND ITS SUBSIDIARIES HAS ALL MATERIAL FRANCHISES, PERMITS, LICENSES AND
ANY SIMILAR AUTHORITY NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS NOW BEING
CONDUCTED BY IT, THE LACK OF WHICH COULD, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ENVIRONMENTAL AND SAFETY LAWS.
THERE ARE NO PENDING ACTIONS, SUITS OR
PROCEEDINGS BY OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY PENDING, OR TO
THE KNOWLEDGE OF COMPANY THREATENED AGAINST THE COMPANY OR ANY OF ITS
SUBSIDIARIES UNDER ENVIRONMENTAL LAW.
THE COMPANY AND ITS SUBSIDIARIES (I) ARE
AND HAVE BEEN IN FULL COMPLIANCE WITH ENVIRONMENTAL LAW AND HAVE NO KNOWLEDGE OR
ANY MATERIAL EXPENDITURE THAT WILL BE REQUIRED TO MAINTAIN SUCH COMPLIANCE IN
THE FUTURE; (II) HAVE NOT RECEIVED ANY NOTICE OR CLAIM ALLEGING THAT THEY ARE
NOT IN FULL COMPLIANCE WITH OR OTHERWISE HAVE LIABILITY UNDER ENVIRONMENTAL LAW;
AND (III) HAVE NOT KNOWLEDGE OF ANY FACTS OR CIRCUMSTANCES THAT COULD REASONABLY
BE EXPECTED TO FORM THE BASIS OF ANY SUCH CLAIM.
NO HAZARDOUS MATERIALS ARE
PRESENT OR ARE USED OR HAVE BEEN USED, STORED, OR RELEASED BY THE
10
COMPANY OR ITS SUBSIDIARIES, OR TO THEIR KNOWLEDGE BY ANY OTHER PERSON, AT ANY
PROPERTY CURRENTLY OR FORMERLY OWNED, LEASED OR OPERATED BY THE COMPANY OR ITS
SUBSIDIARIES OR DISPOSED OF AT ANY OTHER LOCATION BY THE COMPANY OR ITS
SUBSIDIARIES EXCEPT (I) IN COMPLIANCE WITH ENVIRONMENTAL LAW; AND (2) IN
QUANTITIES AND UNDER CIRCUMSTANCES THAT WOULD NOT REQUIRE INVESTIGATION OR
REMEDIATION BY THE COMPANY OR ITS SUBSIDIARIES.
THE COMPANY AND ITS