ANY INFORMATION OR
TECHNIQUES ALLEGEDLY PROPRIETARY TO ANY OF THEIR FORMER EMPLOYERS, THEIR
OBLIGATIONS UNDER ANY AGREEMENTS WITH PRIOR EMPLOYERS, OR NEGOTIATIONS BY THE
COMPANY WITH POTENTIAL BACKERS OF, OR INVESTORS IN, THE COMPANY OR ITS PROPOSED
BUSINESS.
THE COMPANY IS NOT A PARTY TO OR, TO THE COMPANY'S KNOWLEDGE, NAMED
IN OR SUBJECT TO ANY ORDER, WRIT, INJUNCTION, JUDGMENT, OR DECREE OF ANY COURT,
GOVERNMENT AGENCY, OR INSTRUMENTALITY.
EXCEPT AS SET FORTH ON SCHEDULE 2.13,
THERE IS NO ACTION, SUIT, PROCEEDING OR INVESTIGATION BY THE COMPANY CURRENTLY
PENDING OR THAT THE COMPANY CURRENTLY INTENDS TO INITIATE.
2.14
DISCLOSURE.
THE COMPANY HAS PROVIDED THE INVESTOR WITH ALL THE
INFORMATION THAT THE INVESTOR HAS REQUESTED FOR DECIDING WHETHER TO PURCHASE THE
SHARES.
NEITHER THIS AGREEMENT NOR THE SHAREHOLDERS AGREEMENT, OR CERTIFICATES
MADE OR DELIVERED IN CONNECTION HEREWITH CONTAINS ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS
HEREIN OR THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT
MISLEADING.
THERE IS NO FACT KNOWN TO THE COMPANY WHICH HAS HAD OR COULD BE
REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE ASSETS, BUSINESS,
PROPERTIES, PROSPECTS, FINANCIAL CONDITION OR RESULTS OF OPERATION OF THE
COMPANY WHICH HAS NOT BEEN DISCLOSED OR PROVIDED TO THE INVESTOR.
2.15
PRIVATE OFFERING.
SUBJECT IN PART TO THE TRUTH AND ACCURACY OF THE
INVESTOR'S REPRESENTATIONS SET FORTH IN THIS AGREEMENT, THE OFFER, SALE AND
ISSUANCE OF THE SHARES AS CONTEMPLATED BY THIS AGREEMENT IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND FROM THE REGISTRATION OR
QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS, AND NEITHER THE
COMPANY NOR ANY AUTHORIZED AGENT ACTING ON ITS BEHALF WILL TAKE ANY ACTION
HEREAFTER THAT WOULD CAUSE THE LOSS OF SUCH EXEMPTIONS.
2.16
TITLE TO PROPERTY AND ASSETS; LEASES.
THE COMPANY DOES NOT OWN ANY
REAL OR IMMOVABLE PROPERTY.
THE COMPANY OWNS OR HAS VALID RIGHTS TO USE ALL
PROPERTY AND ASSETS (TANGIBLE AND INTANGIBLE) NECESSARY FOR THE CONDUCT OF ITS
BUSINESS AS NOW CONDUCTED.
EXCEPT (I) FOR LIENS FOR CURRENT TAXES NOT YET
DELINQUENT, (II) FOR LIENS IMPOSED BY LAW AND INCURRED IN THE ORDINARY COURSE OF
BUSINESS FOR OBLIGATIONS, NOT PAST DUE, TO CARRIERS, WAREHOUSEMEN, LABORERS,
MATERIALMEN AND THE LIKE, (III) FOR LIENS IN RESPECT OF PLEDGES OR DEPOSITS
UNDER WORKERS' COMPENSATION LAWS OR SIMILAR LEGISLATION OR (IV) FOR MINOR
DEFECTS IN TITLE, NONE OF WHICH, INDIVIDUALLY OR IN THE AGGREGATE, MATERIALLY
INTERFERES WITH THE USE OF SUCH PROPERTY, THE COMPANY HAS GOOD AND MARKETABLE
TITLE TO ITS PROPERTY AND ASSETS FREE AND CLEAR OF ALL MORTGAGES, LIENS, CLAIMS,
AND ENCUMBRANCES.
WITH RESPECT TO THE PROPERTY AND ASSETS IT LEASES, THE
COMPANY IS IN COMPLIANCE WITH SUCH LEASES AND, TO THE COMPANY'S KNOWLEDGE, HOLDS
A VALID LEASEHOLD INTEREST FREE OF ANY LIENS, CLAIMS, OR ENCUMBRANCES, SUBJECT
TO CLAUSES (I)-(IV) ABOVE.
6
2.17
FINANCIAL INFORMATION.
THE COMPANY HAS DELIVERED TO THE INVESTOR
THE COMPANY'S CONSOLIDATED AUDITED FINANCIAL STATEMENTS (CONSOLIDATED INCOME
STATEMENT, CONSOLIDATED