AND
ARE REFLECTED IN THE FINANCIAL STATEMENTS OF THE COMPANY AND THE SUBSIDIARIES
FOR ALL CURRENT TAXES AND OTHER CHARGES TO WHICH THE COMPANY OR ANY SUBSIDIARY
IS SUBJECT AND WHICH ARE NOT CURRENTLY DUE AND PAYABLE.
EXCEPT AS DISCLOSED IN
THE COMMISSION DOCUMENTS OR ON SCHEDULE 2.1(O) HERETO, NONE OF THE FEDERAL
INCOME TAX RETURNS OF THE COMPANY OR ANY SUBSIDIARY HAVE BEEN AUDITED BY THE
INTERNAL REVENUE SERVICE.
THE COMPANY HAS NO KNOWLEDGE OF ANY ADDITIONAL
ASSESSMENTS, ADJUSTMENTS OR CONTINGENT TAX LIABILITY (WHETHER FEDERAL OR STATE)
OF ANY NATURE WHATSOEVER, WHETHER PENDING OR THREATENED AGAINST THE COMPANY OR
ANY SUBSIDIARY FOR ANY PERIOD, NOR OF ANY BASIS FOR ANY SUCH ASSESSMENT,
ADJUSTMENT OR CONTINGENCY.
(P)
CERTAIN FEES.
EXCEPT AS SET FORTH ON SCHEDULE 2.1(P) HERETO, THE
COMPANY HAS NOT EMPLOYED ANY BROKER OR FINDER OR INCURRED ANY LIABILITY FOR ANY
BROKERAGE OR INVESTMENT BANKING FEES, COMMISSIONS, FINDERS' STRUCTURING FEES,
FINANCIAL ADVISORY FEES OR OTHER SIMILAR FEES IN CONNECTION WITH THE TRANSACTION
DOCUMENTS.
(Q)
DISCLOSURE.
TO THE BEST OF THE COMPANY'S KNOWLEDGE, NEITHER THIS
AGREEMENT OR THE SCHEDULES HERETO NOR ANY OTHER DOCUMENTS, CERTIFICATES OR
INSTRUMENTS FURNISHED TO THE PURCHASERS BY OR ON BEHALF OF THE COMPANY OR ANY
SUBSIDIARY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE HEREIN OR THEREIN, IN THE LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE HEREIN OR THEREIN, NOT
MISLEADING.
(R)
OPERATION OF BUSINESS.
EXCEPT AS SET FORTH IN THE COMMISSION
DOCUMENTS OR ON SCHEDULE 2.1(R) HERETO, THE COMPANY AND EACH OF THE SUBSIDIARIES
OWNS OR POSSESSES THE RIGHTS TO ALL PATENTS, TRADEMARKS, DOMAIN NAMES (WHETHER
OR NOT REGISTERED) AND ANY PATENTABLE IMPROVEMENTS OR COPYRIGHTABLE DERIVATIVE
WORKS THEREOF, WEBSITES AND INTELLECTUAL PROPERTY RIGHTS RELATING THERETO,
SERVICE MARKS, TRADE NAMES, COPYRIGHTS, LICENSES AND AUTHORIZATIONS WHICH ARE
NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS NOW CONDUCTED WITHOUT ANY CONFLICT
WITH THE RIGHTS OF OTHERS.
(S)
ENVIRONMENTAL COMPLIANCE.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES HAVE OBTAINED ALL MATERIAL APPROVALS, AUTHORIZATION, CERTIFICATES,
CONSENTS, LICENSES, ORDERS AND PERMITS OR OTHER SIMILAR AUTHORIZATIONS OF ALL
GOVERNMENTAL AUTHORITIES, OR FROM ANY OTHER PERSON, THAT ARE REQUIRED UNDER ANY
ENVIRONMENTAL LAWS.
"ENVIRONMENTAL LAWS" SHALL MEAN ALL APPLICABLE LAWS
RELATING TO THE PROTECTION OF THE ENVIRONMENT INCLUDING, WITHOUT LIMITATION, ALL
REQUIREMENTS PERTAINING TO REPORTING, LICENSING, PERMITTING, CONTROLLING,
INVESTIGATING OR REMEDIATING EMISSIONS, DISCHARGES, RELEASES OR THREATENED
RELEASES OF HAZARDOUS SUBSTANCES, CHEMICAL SUBSTANCES, POLLUTANTS, CONTAMINANTS
OR TOXIC SUBSTANCES, MATERIALS OR WASTES, WHETHER SOLID, LIQUID OR GASEOUS IN
NATURE, INTO THE AIR, SURFACE WATER, GROUNDWATER OR LAND, OR RELATING TO
7
THE MANUFACTURE, PROCESSING, DISTRIBUTION, USE, TREATMENT, STORAGE, DISPOSAL,
TRANSPORT OR HANDLING OF HAZARDOUS SUBSTANCES, CHEMICAL SUBSTANCES, POLLUTANTS,
CONTAMINANTS OR TOXIC SUBSTANCES, MATERIAL OR WASTES, WHETHER SOLID, LIQUID OR
GASEOUS IN NATURE.
TO THE BEST OF THE COMPANY'S KNOWLEDGE, THE COMPANY HAS ALL
NECESSARY GOVERNMENTAL APPROVALS REQUIRED UNDER ALL ENVIRONMENTAL LAWS AS
NECESSARY FOR THE COMPANY'S BUSINESS