contract, such work is a "work made for hire."
P.
ENVIRONMENTAL LAWS.
EACH OF THE COMPANY AND ITS SUBSIDIARIES
(I) IS IN COMPLIANCE WITH ANY AND ALL ENVIRONMENTAL LAWS (AS DEFINED BELOW),
(II) HAS RECEIVED ALL PERMITS, LICENSES OR OTHER APPROVALS REQUIRED OF IT UNDER
APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT ITS BUSINESS, (III) IS IN COMPLIANCE
WITH ALL TERMS AND CONDITIONS OF ANY SUCH PERMIT, LICENSE OR APPROVAL AND
(IV) TO THE COMPANY'S KNOWLEDGE, THERE ARE NO EVENTS, CONDITIONS OR
CIRCUMSTANCES REASONABLY LIKELY TO RESULT IN LIABILITY OF THE COMPANY OR ANY
SUBSIDIARY PURSUANT TO ENVIRONMENTAL LAWS.
THE TERM "ENVIRONMENTAL LAWS" MEANS
ALL FEDERAL, STATE, LOCAL OR FOREIGN LAWS RELATING TO POLLUTION OR PROTECTION OF
HUMAN HEALTH OR THE ENVIRONMENT (INCLUDING AMBIENT AIR, SURFACE WATER,
GROUNDWATER, LAND SURFACE OR SUBSURFACE STRATA), INCLUDING LAWS RELATING TO
EMISSIONS, DISCHARGES, RELEASES OR THREATENED RELEASES OF CHEMICALS, POLLUTANTS,
CONTAMINANTS, OR TOXIC OR HAZARDOUS SUBSTANCES OR WASTES INTO THE ENVIRONMENT,
OR OTHERWISE RELATING TO THE MANUFACTURE, PROCESSING, DISTRIBUTION, USE,
TREATMENT, STORAGE, DISPOSAL, TRANSPORT OR HANDLING OF HAZARDOUS MATERIALS, AS
WELL AS ALL AUTHORIZATIONS, CODES, DECREES, DEMANDS OR DEMAND LETTERS,
INJUNCTIONS, JUDGMENTS, LICENSES, NOTICES OR NOTICE LETTERS, ORDERS, PERMITS,
PLANS OR REGULATIONS ISSUED, ENTERED, PROMULGATED OR APPROVED THEREUNDER.
Q.
TITLE.
THE COMPANY AND ITS SUBSIDIARIES HAVE GOOD AND VALID
TITLE TO ALL PERSONAL PROPERTY OWNED BY THEM THAT IS MATERIAL TO THE BUSINESS OF
THE COMPANY, IN EACH CASE FREE AND CLEAR OF ALL LIENS EXCEPT SUCH AS ARE
DESCRIBED IN SCHEDULE 3(Q) AND EXCEPT FOR LIENS INCURRED TO SECURE INDEBTEDNESS
USED TO PURCHASE OR REFINANCE ANY SUCH PERSONAL PROPERTY THAT ONLY SECURES SUCH
PERSONAL PROPERTY.
THE COMPANY DOES NOT OWN (RATHER THAN LEASE) ANY INTEREST IN
ANY REAL PROPERTY.
R.
INSURANCE.
THE COMPANY AND EACH SUBSIDIARY IS INSURED BY
INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS
AND IN SUCH AMOUNTS AS MANAGEMENT OF THE COMPANY BELIEVES TO BE PRUDENT AND
CUSTOMARY IN THE BUSINESSES IN WHICH THE COMPANY AND ITS SUBSIDIARIES ARE
ENGAGED.
NEITHER THE COMPANY NOR ANY SUCH SUBSIDIARY HAS BEEN REFUSED ANY
INSURANCE COVERAGE SOUGHT OR APPLIED FOR, AND NEITHER THE COMPANY NOR ANY SUCH
SUBSIDIARY HAS ANY REASON TO BELIEVE THAT IT WILL NOT BE ABLE TO RENEW ITS
EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES
17
or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not have a Material Adverse Effect.
S.
REGULATORY PERMITS.
THE COMPANY AND ITS SUBSIDIARIES POSSESS ALL
CERTIFICATES, AUTHORIZATIONS, APPROVALS, LICENSES AND PERMITS ISSUED BY THE
APPROPRIATE FEDERAL, STATE OR FOREIGN REGULATORY AUTHORITIES NECESSARY TO
CONDUCT THEIR RESPECTIVE BUSINESSES AS PRESENTLY CONDUCTED ("PERMITS"),
INCLUDING ALL PERMITS REQUIRED BY THE UNITED STATES FOOD AND DRUG ADMINISTRATION
(THE "FDA") OR ANY OTHER FEDERAL, STATE OR FOREIGN AGENCIES OR BODIES ENGAGED IN
THE REGULATION OF MEDICAL DEVICES, INCLUDING BREAST IMPLANTS, OR BIOHAZARDOUS
MATERIALS, AND NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS RECEIVED ANY NOTICE OF
PROCEEDINGS RELATING TO THE REVOCATION OR MODIFICATION