OR ANY
SUBSIDIARY IN THEIR CAPACITIES AS SUCH, WHICH INDIVIDUALLY, OR IN THE AGGREGATE,
WOULD HAVE A MATERIAL ADVERSE EFFECT.
(N)
COMPLIANCE WITH LAW.
THE BUSINESS OF THE
COMPANY AND THE SUBSIDIARIES HAS BEEN AND IS PRESENTLY BEING CONDUCTED IN
ACCORDANCE WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL GOVERNMENTAL LAWS,
RULES, REGULATIONS AND ORDINANCES, EXCEPT AS SET FORTH IN THE COMMISSION
DOCUMENTS OR ON SCHEDULE 2.1(N) HERETO OR SUCH THAT, INDIVIDUALLY OR IN THE
AGGREGATE, THE NONCOMPLIANCE THEREWITH WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAVE ALL FRANCHISES, PERMITS, LICENSES,
CONSENTS AND OTHER GOVERNMENTAL OR REGULATORY AUTHORIZATIONS AND APPROVALS
NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS NOW BEING CONDUCTED BY IT UNLESS
THE FAILURE TO POSSESS SUCH FRANCHISES, PERMITS, LICENSES, CONSENTS AND
7
OTHER GOVERNMENTAL OR REGULATORY AUTHORIZATIONS AND APPROVALS, INDIVIDUALLY OR
IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(O)
TAXES.
EXCEPT AS SET FORTH ON
SCHEDULE 2.1(O) HERETO, THE COMPANY AND EACH OF THE SUBSIDIARIES HAS ACCURATELY
PREPARED AND FILED ALL FEDERAL, STATE AND OTHER TAX RETURNS REQUIRED BY LAW TO
BE FILED BY IT, HAS PAID OR MADE PROVISIONS FOR THE PAYMENT OF ALL TAXES SHOWN
TO BE DUE AND ALL ADDITIONAL ASSESSMENTS, AND ADEQUATE PROVISIONS HAVE BEEN AND
ARE REFLECTED IN THE FINANCIAL STATEMENTS OF THE COMPANY AND THE SUBSIDIARIES
FOR ALL CURRENT TAXES AND OTHER CHARGES TO WHICH THE COMPANY OR ANY SUBSIDIARY
IS SUBJECT AND WHICH ARE NOT CURRENTLY DUE AND PAYABLE.
THE COMPANY HAS NO
KNOWLEDGE OF ANY ADDITIONAL ASSESSMENTS, ADJUSTMENTS OR CONTINGENT TAX LIABILITY
(WHETHER FEDERAL OR STATE) OF ANY NATURE WHATSOEVER, WHETHER PENDING OR
THREATENED AGAINST THE COMPANY OR ANY SUBSIDIARY FOR ANY PERIOD, NOR OF ANY
BASIS FOR ANY SUCH ASSESSMENT, ADJUSTMENT OR CONTINGENCY.
(P)
CERTAIN FEES.
EXCEPT FOR STONEGATE
SECURITIES, INC. OR AS SET FORTH ON SCHEDULE 2.1(P) HERETO, THE COMPANY HAS NOT
EMPLOYED ANY BROKER OR FINDER OR INCURRED ANY LIABILITY FOR ANY BROKERAGE OR
INVESTMENT BANKING FEES, COMMISSIONS, FINDERS' STRUCTURING FEES, FINANCIAL
ADVISORY FEES OR OTHER SIMILAR FEES IN CONNECTION WITH THE TRANSACTION
DOCUMENTS.
(Q)
DISCLOSURE. TO THE BEST OF THE COMPANY'S
KNOWLEDGE, NEITHER THIS AGREEMENT OR THE SCHEDULES HERETO NOR ANY OTHER
DOCUMENTS, CERTIFICATES OR INSTRUMENTS FURNISHED TO THE PURCHASERS BY OR ON
BEHALF OF THE COMPANY OR ANY SUBSIDIARY IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE
HEREIN OR THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE
HEREIN OR THEREIN, NOT MISLEADING.
(R)
INTELLECTUAL PROPERTY.
EXCEPT AS SET
FORTH ON SCHEDULE 2.1(R), THE COMPANY AND EACH OF THE SUBSIDIARIES OWNS OR
POSSESSES ALL THE PROPRIETARY RIGHTS OWNED BY IT AND HAVE NO KNOWLEDGE THAT SUCH
RIGHTS ARE IN CONFLICT WITH THE RIGHTS OF OTHERS. AS OF THE DATE OF THIS
AGREEMENT, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED ANY