THE BUSINESS AND OPERATIONS OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES HAVE BEEN AND ARE BEING CONDUCTED IN COMPLIANCE WITH ALL APPLICABLE
LAWS, ORDINANCES, RULES, REGULATIONS, LICENSES, PERMITS, APPROVALS, PLANS,
AUTHORIZATIONS OR REQUIREMENTS RELATING TO OCCUPATIONAL SAFETY AND HEALTH, OR
POLLUTION, OR PROTECTION OF HEALTH OR THE ENVIRONMENT (INCLUDING, WITHOUT
LIMITATION, THOSE RELATING TO EMISSIONS, DISCHARGES, RELEASES OR THREATENED
RELEASES OF POLLUTANTS, CONTAMINANTS OR HAZARDOUS OR TOXIC SUBSTANCES, MATERIALS
OR WASTES INTO AMBIENT AIR, SURFACE WATER, GROUNDWATER OR LAND, OR RELATING TO
THE MANUFACTURE, PROCESSING, DISTRIBUTION, USE, TREATMENT, STORAGE, DISPOSAL,
TRANSPORT OR HANDLING OF CHEMICAL SUBSTANCES, POLLUTANTS, CONTAMINANTS OR
HAZARDOUS OR TOXIC SUBSTANCES, MATERIALS OR WASTES, WHETHER SOLID, GASEOUS OR
LIQUID IN NATURE) OF ANY GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, BUREAU,
AGENCY OR INSTRUMENTALITY OF THE UNITED STATES, ANY STATE OR POLITICAL
SUBDIVISION THEREOF, OR ANY FOREIGN JURISDICTION, AND ALL APPLICABLE JUDICIAL OR
ADMINISTRATIVE AGENCY OR REGULATORY DECREES, AWARDS, JUDGMENTS AND ORDERS
RELATING THERETO, EXCEPT WHERE THE FAILURE TO BE IN SUCH COMPLIANCE WILL NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT; AND NEITHER
THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED ANY NOTICE FROM ANY
GOVERNMENTAL INSTRUMENTALITY OR ANY THIRD PARTY ALLEGING ANY MATERIAL VIOLATION
THEREOF OR LIABILITY THEREUNDER (INCLUDING, WITHOUT LIMITATION, LIABILITY FOR
COSTS OF INVESTIGATING OR REMEDIATING SITES CONTAINING HAZARDOUS SUBSTANCES
AND/OR DAMAGES TO NATURAL RESOURCES).
(GG)
INTELLECTUAL PROPERTY.
THE COMPANY AND EACH SUBSIDIARY OWNS, IS
LICENSED OR OTHERWISE POSSESSES ALL RIGHTS TO USE, ALL PATENTS, PATENT RIGHTS,
INVENTIONS, KNOW-HOW (INCLUDING TRADE SECRETS AND OTHER UNPATENTED OR
UNPATENTABLE OR CONFIDENTIAL INFORMATION, SYSTEMS, OR PROCEDURES), TRADEMARKS,
SERVICE MARKS, TRADE NAMES, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
(COLLECTIVELY, THE "INTELLECTUAL PROPERTY") NECESSARY FOR THE CONDUCT OF ITS
BUSINESS AS DESCRIBED IN THE REGISTRATION STATEMENT.
EXCEPT AS DISCLOSED IN THE
PROSPECTUS OR AS WOULD NOT BE REASONABLY EXPECTED, INDIVIDUALLY OR IN THE
AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT, NO CLAIMS HAVE BEEN ASSERTED
AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES BY
8
ANY PERSON WITH RESPECT TO THE USE OF ANY SUCH INTELLECTUAL PROPERTY OR
CHALLENGING OR QUESTIONING THE VALIDITY OR EFFECTIVENESS OF ANY SUCH
INTELLECTUAL PROPERTY.
(HH)
THE COMPANY AND EACH SUBSIDIARY HAS FILED ALL NECESSARY FEDERAL,
STATE AND FOREIGN INCOME AND FRANCHISE TAX RETURNS AND HAVE PAID OR ACCRUED ALL
TAXES SHOWN AS DUE THEREON, AND THE COMPANY HAS NO KNOWLEDGE OF ANY TAX
DEFICIENCY WHICH HAS BEEN OR MIGHT BE ASSERTED OR THREATENED AGAINST IT OR ANY
SUBSIDIARY WHICH COULD HAVE A MATERIAL ADVERSE EFFECT.
(II)
ON THE CLOSING DATE, ALL STOCK TRANSFER OR OTHER TAXES (OTHER
THAN INCOME TAXES) WHICH ARE REQUIRED TO BE PAID IN CONNECTION WITH THE SALE AND
TRANSFER OF THE SHARES TO BE SOLD HEREUNDER WILL BE, OR WILL HAVE BEEN, FULLY
PAID OR PROVIDED FOR BY THE COMPANY AND ALL LAWS IMPOSING SUCH TAXES WILL BE OR
WILL HAVE BEEN FULLY COMPLIED WITH.
(JJ)
THE COMPANY MAINTAINS INSURANCE OF THE TYPES AND IN THE AMOUNTS
THAT THE COMPANY REASONABLY BELIEVES IS ADEQUATE FOR ITS