NOT ISSUED ANY EQUITY SECURITIES TO ANY OFFICER, DIRECTOR OR
AFFILIATE, EXCEPT PURSUANT TO EXISTING COMPANY STOCK OPTION PLANS AND CONSISTENT
WITH PAST PRACTICE. THE COMPANY DOES NOT HAVE PENDING BEFORE THE COMMISSION ANY
REQUEST FOR CONFIDENTIAL TREATMENT OF INFORMATION.
(K)
LITIGATION.
EXCEPT AS SPECIFIED IN
SCHEDULE 3.1(K), THERE IS NO ACTION WHICH (I) ADVERSELY AFFECTS OR CHALLENGES
THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE TRANSACTION DOCUMENTS OR
THE SECURITIES OR (II) EXCEPT AS SPECIFICALLY DISCLOSED IN THE SEC REPORTS,
WOULD, IF THERE WERE AN UNFAVORABLE DECISION, INDIVIDUALLY OR IN THE AGGREGATE,
HAVE OR REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NEITHER
THE COMPANY NOR ANY SUBSIDIARY, NOR ANY DIRECTOR OR OFFICER THEREOF (IN HIS OR
HER CAPACITY AS SUCH), IS OR HAS BEEN THE SUBJECT OF ANY ACTION INVOLVING A
CLAIM OF VIOLATION OF OR LIABILITY UNDER FEDERAL OR STATE SECURITIES LAWS OR A
CLAIM OF BREACH OF FIDUCIARY DUTY, EXCEPT AS SPECIFICALLY DISCLOSED IN THE SEC
REPORTS.
THERE HAS NOT BEEN, AND TO THE KNOWLEDGE OF THE COMPANY, THERE IS NOT
PENDING ANY INVESTIGATION BY THE COMMISSION INVOLVING THE COMPANY OR ANY CURRENT
OR FORMER DIRECTOR OR OFFICER OF THE COMPANY (IN HIS OR HER CAPACITY AS SUCH).
THE COMMISSION HAS NOT ISSUED ANY STOP ORDER OR OTHER ORDER SUSPENDING THE
EFFECTIVENESS OF ANY REGISTRATION STATEMENT FILED BY THE COMPANY OR ANY
SUBSIDIARY UNDER THE EXCHANGE ACT OR THE SECURITIES ACT.
(L)
LABOR RELATIONS.
NO MATERIAL LABOR
DISPUTE EXISTS OR, TO THE KNOWLEDGE OF THE COMPANY, IS IMMINENT WITH RESPECT TO
ANY OF THE EMPLOYEES OF THE COMPANY.
(M)
COMPLIANCE.
EXCEPT AS SPECIFIED IN THE SEC
REPORTS OR IN SCHEDULE 3.1(M), NEITHER THE COMPANY NOR ANY SUBSIDIARY (I) IS IN
DEFAULT UNDER OR IN VIOLATION OF (AND NO EVENT HAS OCCURRED THAT HAS NOT BEEN
WAIVED THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD RESULT IN A DEFAULT BY
THE COMPANY OR ANY SUBSIDIARY UNDER), NOR HAS THE COMPANY OR ANY SUBSIDIARY
RECEIVED NOTICE OF A CLAIM THAT IT IS IN DEFAULT UNDER OR THAT IT IS IN
VIOLATION OF, ANY INDENTURE, LOAN OR CREDIT AGREEMENT OR ANY OTHER AGREEMENT OR
INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES IS
BOUND (WHETHER OR NOT SUCH DEFAULT OR VIOLATION HAS BEEN WAIVED), (II) IS IN
VIOLATION OF ANY ORDER OF ANY COURT, ARBITRATOR OR GOVERNMENTAL BODY, OR (III)
IS OR HAS BEEN IN VIOLATION OF ANY STATUTE, RULE OR REGULATION OF ANY
GOVERNMENTAL AUTHORITY, INCLUDING WITHOUT LIMITATION ALL FOREIGN, FEDERAL, STATE
AND LOCAL LAWS RELATING TO TAXES, ENVIRONMENTAL PROTECTION, OCCUPATIONAL HEALTH
AND SAFETY, PRODUCT QUALITY AND SAFETY AND EMPLOYMENT AND LABOR MATTERS, EXCEPT
IN EACH CASE AS COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
12
HAVE OR REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
THE
COMPANY IS IN COMPLIANCE WITH ALL EFFECTIVE REQUIREMENTS OF THE SARBANES-OXLEY
ACT OF 2002, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, THAT ARE
APPLICABLE