THREATENED TO INITIATE, ANY
ACTION TO ENJOIN THE PRODUCTION OF ANY PRODUCT PRODUCED AT ANY FACILITY WHERE
ANY PRODUCT IS MANUFACTURED, TESTED OR PACKAGED.
(F)
TO THE KNOWLEDGE OF THE SELLER ENTITIES, THERE ARE NO FACTS,
CIRCUMSTANCES OR CONDITIONS THAT WOULD REASONABLY BE EXPECTED TO FORM THE BASIS
FOR ANY INVESTIGATION, SUIT, CLAIM, ACTION OR PROCEEDING AGAINST OR AFFECTING
THE SELLER ENTITIES REGARDING THE BUSINESS RELATING TO OR ARISING UNDER (A) THE
FDCA OR (B) THE SOCIAL SECURITY ACT OR REGULATIONS OF THE OFFICE OF THE
INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES.
3.22
Certain Business Practices. No director, officer, agent or
employee of the Seller Entities has, directly or indirectly, on behalf of the
Seller Entities (solely with respect to matters arising out of, relating to or
resulting from the Business) (a) made or agreed to make any contribution,
payment or gift to any government official, employee or agent where either the
contribution, payment or gift or the purpose thereof was illegal under
applicable Law, (b) established or maintained any unrecorded fund or asset for
any purpose or made any false entries on the books and records of the Seller
Entities for any reason, (c) made or agreed to make any
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contribution, or reimbursed any political gift or contribution made by any other
Person, to any candidate for federal, state, local or foreign public office or
(d) paid or delivered any fee, commission or any other sum of money or item of
property, however characterized, to any finder, agent, government official or
other party, in China, the United States or any other country, which in any
manner relates to the Transferred Assets or the Business, which in each case the
Seller Entities knew or had reason to believe to have been illegal under any
China, U.S., state, provincial, local or foreign Laws.
3.23
Investment Representation.
(A)
EACH SELLER ENTITY THAT RECEIVES COMMON STOCK IS AN "ACCREDITED
INVESTOR" AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL
AND BUSINESS MATTERS THAT SUCH SELLER ENTITY IS CAPABLE OF EVALUATING THE
RELATIVE RISKS AND MERITS OF AN INVESTMENT IN THE COMMON STOCK.
(B)
THE SELLER ENTITY HAS HAD AN OPPORTUNITY TO ASK QUESTIONS OF AND
RECEIVE ANSWERS FROM THE BUYER, OR A PERSON OR PERSONS ACTING ON THE BUYER'S
BEHALF, CONCERNING THE TERMS AND CONDITIONS OF THE COMMON STOCK. IN ADDITION,
EACH SELLER ENTITY HAS READ OR REVIEWED AND IS FAMILIAR WITH THE BUYER'S ANNUAL
REPORT ON FORM 10-K FOR THE BUYER'S FISCAL YEAR ENDED DECEMBER 31, 200
(12) (AS
TO THE EXTENT AMENDED) AND EACH SUBSEQUENTLY FILED REPORT ON FORMS 10-K/A, 10-Q
AND 8-K AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC")
UNDER THE EXCHANGE ACT (AS DEFINED HEREIN) AND AS THE SAME MAY BE AMENDED.
(C)
SUCH SELLER ENTITY ACQUIRING SUCH SHARES REPRESENTS THAT THE
COMMON STOCK TO BE ISSUED HEREUNDER ARE BEING ACQUIRED SOLELY FOR SUCH SELLER