IN ANY MATERIAL RESPECT
UNDER, ANY LAWS, ORDINANCES, REQUIREMENTS, REGULATIONS OR ORDERS APPLICABLE TO
ITS BUSINESSES.
4.10
GOVERNMENTAL REGULATION.
TO THE KNOWLEDGE OF
PGMI, PGMI IS NOT IN VIOLATION OF OR IN DEFAULT WITH RESPECT TO ANY APPLICABLE
LAW OR ANY APPLICABLE RULE, REGULATION, ORDER, WRIT OR DECREE OF ANY COURT OR
ANY GOVERNMENTAL COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, OR
DELINQUENT WITH RESPECT TO ANY REPORT REQUIRED TO BE FILED WITH ANY GOVERNMENTAL
COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY WHICH VIOLATION OR DEFAULT
COULD HAVE A MATERIAL ADVERSE EFFECT UPON THE BUSINESS, OPERATIONS OR FINANCIAL
CONDITION OF PGMI.
4.11
BROKER AND FINDERS.
PGMI SHALL BE SOLELY
RESPONSIBLE FOR PAYMENT TO ANY BROKER OR FINDER RETAINED BY PGMI FOR ANY
BROKERAGE FEES, COMMISSIONS OR FINDERS' FEES IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREIN.
4.12
ACCURACY OF INFORMATION.
NO REPRESENTATION OR
WARRANTY BY PGMI CONTAINED IN THIS AGREEMENT AND NO STATEMENT CONTAINED IN ANY
CERTIFICATE OR OTHER INSTRUMENT DELIVERED OR TO BE DELIVERED TO HAPS PURSUANT
HERETO OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING
WITHOUT LIMITATION ALL SCHEDULES AND EXHIBITS HERETO) CONTAINS OR WILL CONTAIN
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS OR WILL OMIT TO STATE ANY
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR
THEREIN NOT MISLEADING.
4.13
SUBSIDIARIES.
PGMI DOES NOT HAVE ANY OTHER
SUBSIDIARIES OR OWN CAPITAL STOCK REPRESENTING TEN PERCENT (10%) OR MORE OF THE
ISSUED AND OUTSTANDING STOCK OF ANY CORPORATION OTHER THAN AS SET FORTH IN
SCHEDULE HH TO THIS AGREEMENT.
4.14
CONSENTS.
NO CONSENT OR APPROVAL OF, OR
REGISTRATION, QUALIFICATION OR FILING WITH, ANY OTHER GOVERNMENTAL AUTHORITY OR
OTHER PERSON IS REQUIRED TO BE OBTAINED OR ACCOMPLISHED BY PGMI OR ANY
SHAREHOLDER THEREOF, IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
4.15
COPIES OF DOCUMENTS.
PGMI HAS MADE AVAILABLE FOR
INSPECTION AND COPYING BY HAPS AND ITS DULY AUTHORIZED REPRESENTATIVES, AND WILL
CONTINUE TO DO SO AT ALL TIMES, TRUE AND CORRECT COPIES OF ALL DOCUMENTS WHICH
IT HAS FILED WITH ANY GOVERNMENTAL AGENCIES WHICH ARE MATERIAL TO THE TERMS AND
CONDITIONS CONTAINED IN THIS AGREEMENT.
FURTHERMORE, ALL FILINGS BY PGMI WITH
GOVERNMENTAL AGENCIES, INCLUDING BUT NOT LIMITED TO THE INTERNAL REVENUE
SERVICE, HAVE CONTAINED INFORMATION WHICH IS TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AND DID NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE THEREIN NOT
MISLEADING OR WHICH COULD HAVE ANY MATERIAL ADVERSE EFFECT UPON THE FINANCIAL
CONDITION OR OPERATIONS OF PGMI OR ADVERSELY AFFECT THE OBJECTIVES OF THIS
AGREEMENT.
11
4.16
DIRECTORS, OFFICERS AND CONTROLLING
SHAREHOLDERS.
NO DIRECTOR, OFFICER AND CONTROLLING SHAREHOLDER OF PGMI HAS BEEN
SUBJECT TO A CRIMINAL PROCEEDING, BANKRUPTCY, SECURITIES AND EXCHANGE COMMISSION
OR NASD CENSURE IN THE LAST FIVE YEARS NOR IS ANY SUCH INDIVIDUAL UNDER
INVESTIGATION FOR ANY OF THE ABOVE.
4.17
TAX-FREE REORGANIZATION.
NEITHER PGMI NOR ANY OF
ITS OFFICERS AND DIRECTORS HAS THROUGH THE DATE OF THIS AGREEMENT