TO WHICH THE COMPANY OR ANY SUBSIDIARY IS A PARTY OR BY
WHICH IT OR ITS PROPERTY IS BOUND OR AFFECTED OR (II) WITH RESPECT TO ANY
MATERIAL ORDER, WRIT, INJUNCTION OR DECREE OF ANY COURT OF ANY FEDERAL, STATE,
MUNICIPAL OR OTHER GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR
INSTRUMENTALITY, DOMESTIC OR FOREIGN, AND THERE EXISTS NO CONDITION, EVENT OR
ACT WHICH CONSTITUTES, NOR WHICH AFTER NOTICE, THE LAPSE OF TIME OR BOTH, COULD
CONSTITUTE A DEFAULT UNDER ANY OF THE FOREGOING, WHICH IN EITHER CASE WOULD HAVE
A MATERIAL ADVERSE EFFECT ON THE BUSINESS, FINANCIAL CONDITION OR PROSPECTS OF
THE COMPANY OR ANY SUBSIDIARY. TO THE KNOWLEDGE OF THE COMPANY, NEITHER THE
COMPANY NOR ANY SUBSIDIARY IS IN VIOLATION OF OR DEFAULT UNDER ANY OF (I) OR
(II) ABOVE.
4.9
TAXES.
EACH OF THE COMPANY AND THE
SUBSIDIARIES HAS FILED ALL FEDERAL, STATE, LOCAL AND FOREIGN TAX RETURNS WHICH
ARE REQUIRED TO BE FILED BY IT AND ALL SUCH RETURNS ARE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS. EACH OF THE COMPANY AND THE SUBSIDIARIES HAS PAID ALL TAXES
PURSUANT TO SUCH RETURNS OR PURSUANT TO ANY ASSESSMENTS RECEIVED BY IT OR WHICH
IT IS OBLIGATED TO WITHHOLD FROM AMOUNTS OWING TO ANY EMPLOYEE, CREDITOR OR
THIRD PARTY. EACH OF THE COMPANY AND THE SUBSIDIARIES HAS PROPERLY ACCRUED ALL
TAXES REQUIRED TO BE ACCRUED. NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS WAIVED
ANY STATUTE OF LIMITATIONS WITH RESPECT TO TAXES OR AGREED TO ANY EXTENSION OF
TIME WITH RESPECT TO ANY TAX ASSESSMENT OR DEFICIENCY.
4.10
COMPLIANCE WITH LAWS; LICENSES, ETC.
OTHER THAN
AS SET FORTH IN THE COMPANY'S FILINGS WITH THE SEC AND THE DISCLOSURE SCHEDULE,
NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS RECEIVED NOTICE OF ANY VIOLATION OF
OR NONCOMPLIANCE WITH ANY FEDERAL, STATE, LOCAL OR FOREIGN, LAWS, ORDINANCES,
REGULATIONS AND ORDERS APPLICABLE TO ITS BUSINESS WHICH HAS NOT BEEN CURED, THE
VIOLATION OF, OR NONCOMPLIANCE WITH WHICH, WOULD HAVE A MATERIALLY ADVERSE
EFFECT ON THE BUSINESS OR OPERATIONS OF THE COMPANY OR ANY SUBSIDIARY. TO THE
KNOWLEDGE OF THE COMPANY, EACH OF THE COMPANY AND THE SUBSIDIARIES HAS ALL
LICENSES AND PERMITS AND OTHER GOVERNMENTAL CERTIFICATES, AUTHORIZATIONS AND
PERMITS AND APPROVALS (COLLECTIVELY, "LICENSES") REQUIRED BY EVERY FEDERAL,
STATE AND LOCAL GOVERNMENT OR REGULATORY BODY FOR THE OPERATION OF ITS BUSINESS
AS CURRENTLY CONDUCTED AND THE USE OF ITS PROPERTIES, EXCEPT WHERE THE FAILURE
TO BE LICENSED WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS OF THE
COMPANY OR ANY SUBSIDIARY. THE LICENSES ARE IN FULL FORCE AND EFFECT AND NO
VIOLATIONS ARE OR HAVE BEEN RECORDED IN RESPECT OF ANY LICENSE AND NO PROCEEDING
IS PENDING OR THREATENED TO REVOKE OR LIMIT ANY THEREOF.
4.11
AUTHORIZATION OF AGREEMENT, ETC.
THE COMPANY HAS
THE NECESSARY CORPORATE POWER AND AUTHORITY TO ENTER INTO THE TRANSACTION
DOCUMENTS AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND THEREUNDER AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
THE EXECUTION,
DELIVERY AND PERFORMANCE OF THE TRANSACTION DOCUMENTS BY THE