Common use of Certain Persons Clause in Contracts

Certain Persons. Neither the Company, the Subsidiary nor any of their respective directors, officers or beneficial owners of ten percent or more of any class of its equity securities: (1) Has filed a registration statement which is the subject of a currently effective order denying, suspending or revoking effectiveness of the registration statement, which order has been entered pursuant to any state's law within five years prior to the date of this Agreement; (2) Was, or was named as an underwriter of any securities (A) covered by any registration statement which is the subject of any pending proceeding or examination under Section 8 of the Securities Act, or is the subject of any refusal order or stop order entered thereunder within five years prior to the date of this Agreement, or (B) covered by any filing which is subject to any pending proceeding under Rule 261 of Regulation A promulgated under the Securities Act relating to the temporary or permanent suspension of an exemption from registration or any similar rule adopted under Section 3(b) of the Securities Act, or an order entered thereunder within five years prior to the date of this Agreement; (3) Has been convicted or has pleaded nolo contendere prior to the date of this Agreement of any felony or misdemeanor in connection with the offer, purchase or sale of any franchise or commodity or any felony involving fraud, deceit or intentional wrongdoing, including but not limited to forgery, embezzlement, obtaining money under false pretenses, larceny, theft or conspiracy to defraud; (4) Has been convicted within five years prior to the date of this Agreement of any felony or misdemeanor of which fraud is an essential element, or which is a violation of the securities laws or regulations of any state or of the United States or any foreign jurisdiction, or which is a crime involving moral turpitude, or which is a criminal violation of statutes designed to protect investors or consumers against unlawful practices involving insurance, securities, commodities or commodities futures, real estate, franchises, business opportunities, consumer goods or other goods and services; (5) Has been convicted or pleaded nolo contendere within ten years prior to the date of this Agreement of any felony or misdemeanor (A) in connection with the offer, purchase or sale of any security, (B) involving the making of any false filing with the Commission or any state or (C) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser; (6) Has been or is currently subject to any order or judgment (including an injunction) entered or obtained by the Commission or any state securities commission or administrator within five years prior to the date of this Agreement; or (B) has been or is currently subject to any administrative order or judgment (including an injunction) issued by state or federal authorities within five years prior to the date of this agreement which order or judgment (1) includes or is based upon a finding or stipulation of fraud, fraudulent conduct, deceit (including the making of any untrue statement of a material fact or omitting to state a material fact) or intentional wrongdoing, (2) has the effect of enjoining such person from activities subject to federal or state statutes designed to protect investors or consumers against unlawful or deceptive practices involving securities, insurance, commodities or commodities futures, real estate, franchises, business opportunities, consumer goods or other goods and services; (7) Is subject to any judgment, order or decree of any court entered within five years prior to the date of this Agreement which (A) temporarily or permanently restrains or enjoins such person from engaging in or continuing any conduct or practice (1) in connection with the offer, purchase or sale of any security or commodity, (2) involving the making of any false filing with the Commission or any state, or (3) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser, or (B) restrains or enjoins such person from activities subject to federal or state statutes designed to protect consumers against unlawful or deceptive practices involving insurance, commodities or commodities futures, real estate, franchises, business opportunities, consumer goods or other goods and services; (8) Is currently subject to any order or judgment entered or obtained by any federal or state authority which prohibits, denies or revokes the use of any exemption from registration in connection with the offer, purchase or sale of any security; (9) Is suspended or expelled from membership in, or suspended or barred from association with a member of, an exchange registered as a national securities exchange pursuant to Section 6 of the Exchange Act, an association registered as a national securities association under Section 15A of the Exchange Act, or a Canadian securities exchange or association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade; (10) Is subject to a United States Postal Service false representation order entered under Section 3005 of title 39, United States Code, within five years prior to the date of this agreement, or is subject to a restraining order or preliminary injunction entered under Section 3007 of title 39, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ title 39, United States Code; or (11) Has experienced a personal bankruptcy, or been an officer, director, or key employee of any company that during their tenure with such company experienced any bankruptcy other than as disclosed in the Registration Statement and in the Prospectus as required, or had any trustee, receiver, or conservator appointed with respect to its business or assets.

Certain Persons. Neither the Company, the Subsidiary nor any of their respective directors, officers or beneficial owners of ten percent or more of any class of its equity securities: (1) Has filed a registration statement which is the subject of a currently effective order denying, suspending or revoking effectiveness of the registration statement, which order has been entered pursuant to any state's law within five years prior to the date of this Agreement; (2) Was, or was named as an underwriter of any securities (A) covered by any registration statement which is the subject of any pending proceeding or examination under Section 8 of the Securities Act, or is the subject of any refusal order or stop order entered thereunder within five years prior to the date of this Agreement, or (B) covered by any filing which is subject to any pending proceeding under Rule 261 of Regulation A promulgated under the Securities Act relating to the temporary or permanent suspension of an exemption from registration or any similar rule adopted under Section 3(b) of the Securities Act, or an order entered thereunder within five years prior to the date of this Agreement; (3) Has been convicted or has pleaded nolo contendere prior to the date of this Agreement of any felony or misdemeanor in connection with the offer, purchase or sale of any franchise or commodity or any felony involving fraud, deceit or intentional wrongdoing, including but not limited to forgery, embezzlement, obtaining money under false pretenses, larceny, theft or conspiracy to defraud; (4) Has been convicted within five years prior to the date of this Agreement of any felony or misdemeanor of which fraud is an essential element, or which is a violation of the securities laws or regulations of any state or of the United States or any foreign jurisdiction, or which is a crime involving moral turpitude, or which is a criminal violation of statutes designed to protect investors or consumers against unlawful practices involving insurance, securities, commodities or commodities futures, real estate, franchises, business opportunities, consumer goods or other goods and services; (5) Has been convicted or pleaded nolo contendere within ten years prior to the date of this Agreement of any felony or misdemeanor (A) in connection with the offer, purchase or sale of any security, (B) involving the making of any false filing with the Commission or any state or (C) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser; (6) Has been or is currently subject to any order or judgment (including an injunction) entered or obtained by the Commission or any state securities commission or administrator within five years prior to the date of this Agreement; or (B) has been or is currently subject to any administrative order or judgment (including an injunction) issued by state or federal authorities within five years prior to the date of this agreement which order or judgment (1) includes or is based upon a finding or stipulation of fraud, fraudulent conduct, deceit (including the making of any untrue statement of a material fact or omitting to state a material fact) or intentional wrongdoing, (2) has the effect of enjoining such person from activities subject to federal or state statutes designed to protect investors or consumers against unlawful or deceptive practices involving securities, insurance, commodities or commodities futures, real estate, franchises, business opportunities, consumer goods or other goods and services; (7) Is subject to any judgment, order or decree of any court entered within five years prior to the date of this Agreement which (A) temporarily or permanently restrains or enjoins such person from engaging in or continuing any conduct or practice (1) in connection with the offer, purchase or sale of any security or commodity, (2) involving the making of any false filing with the Commission or any state, or (3) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser, or (B) restrains or enjoins such person from activities subject to federal or state statutes designed to protect consumers against unlawful or deceptive practices involving insurance, commodities or commodities futures, real estate, franchises, business opportunities, consumer goods or other goods and services; (8) Is currently subject to any order or judgment entered or obtained by any federal or state authority which prohibits, denies or revokes the use of any exemption from registration in connection with the offer, purchase or sale of any security; (9) Is suspended or expelled from membership in, or suspended or barred from association with a member of, an exchange registered as a national securities exchange pursuant to Section 6 of the Exchange Act, an association registered as a national securities association under Section 15A of the Exchange Act, or a Canadian securities exchange or association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade; (10) Is subject to a United States Postal Service false representation order entered under Section 3005 of title 39, United States Code, within five years prior to the date of this agreement, or is subject to a restraining order or preliminary injunction entered under Section 3007 of title 39, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇United States Code, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ with respect to conduct alleged to have violated Section 3005 of title 39, United States Code; or (11) Has experienced a personal bankruptcy, or been an officer, director, or key employee of any company that during their tenure with such company experienced any bankruptcy other than as disclosed in the Registration Statement and in the Prospectus as required, or had any trustee, receiver, or conservator appointed with respect to its business or assets.

Certain Persons. Neither Except as disclosed in Exhibit "G", the Company has no outstanding agreement, understanding, contract, lease, commitment, loan or other arrangement with any officer, director or shareholder of the Company or any relative of any such person, or any corporation or other entity in which such person owns a beneficial interest. MATERIAL CONTRACTS. Except as set forth in Exhibit "H", the Company has no purchase, sale, commitment, or other contract, the breach or termination of which would have a materially adverse effect on the business, financial condition, results of operations, assets, liabilities, or prospects of the Company. EMPLOYMENT MATTERS. Exhibit "I" contains a list of all officers, their base salaries, accrued vacation pay, sick pay, and severance pay through December 31, 1997. Except as set forth in Exhibit "I", the Company is not a party to any employment agreement, or any pension, profit sharing, retirement or other deferred compensation plan or agreement. The Company has not incurred any unfunded deficiency or liability within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"), has not incurred any liability to the Pension Benefit Guaranty Corporation established under ERISA in connection with any employee benefit plan and has no outstanding obligations or liabilities under any employee benefit plan. The Company has not been a party to a "prohibited transaction," which would subject the Company to any tax or penalty. There is no collective bargaining agreement or negotiations therefor, labor grievance or arbitration proceeding against the Company pending or threatened, and to the knowledge of the Seller, there are no union organizing activities currently pending or threatened against or involving the Company. AUTHORIZATIONS. The Company has no licenses, permits, approvals and other authorizations from any governmental agencies and any other entities that are necessary for the conduct of its business, except as set forth in Exhibit "J" which contains a list of all licenses, permits, approvals, and other authorizations, as well as a list of all copyrights, patents, trademarks, tradenames, servicemarks, franchises, licenses and other permits, each of which is valid and in full force and effect. NO POWERS OF ATTORNEY. The Company has no powers of attorney or similar authorizations outstanding. COMPLIANCE WITH LAWS. The Company is not in violation of any federal, state, local or other law, ordinance, rule or regulation applicable to its business, and have not received any actual or threatened complaint, citation or notice of violation or investigation from any governmental authority. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Company is in compliance with all applicable pollution control and environmental laws, rules and regulations. The Company has no environmental licenses, permits and other authorizations held by the Company relative to compliance with environmental laws, rules and regulations. NO LITIGATION. There are no actions, suits, claims, complaints or proceedings pending or threatened against the Company, at law or in equity, or before or by any governmental department, commission, court, board, bureau, agency or instrumentality; and there are no facts which would provide a valid basis for any such action, suit or proceeding. There are no orders, judgments or decrees of any governmental authority outstanding which specifically apply to the Subsidiary nor Company or any of their respective directorsits assets. VALIDITY. All contracts, officers agreements, leases and licenses to which the Company is a party or beneficial owners of ten percent by which it or more of any class of its equity securities: (1) Has filed a registration statement which is properties or assets are bound or affected, are valid and in full force and effect; and no breach or default exists, or upon the subject giving of notice or lapse of time, or both, would exist, on the part of the Company or by any other party thereto. NO ADVERSE CHANGES. Since December 31, 1998, there have been no actual or threatened developments of a currently effective order denyingnature that is materially adverse to or involves any materially adverse effect upon the business, suspending financial condition, results of operations, assets, liabilities, or revoking effectiveness prospects of the registration statement, which order has been entered pursuant to any state's law within five years prior to the date of this Agreement; (2) Was, or was named as an underwriter of any securities (A) covered by any registration statement which is the subject of any pending proceeding or examination under Section 8 of the Securities Act, or is the subject of any refusal order or stop order entered thereunder within five years prior to the date of this Agreement, or (B) covered by any filing which is subject to any pending proceeding under Rule 261 of Regulation A promulgated under the Securities Act relating to the temporary or permanent suspension of an exemption from registration or any similar rule adopted under Section 3(b) of the Securities Act, or an order entered thereunder within five years prior to the date of this Agreement; (3) Has been convicted or has pleaded nolo contendere prior to the date of this Agreement of any felony or misdemeanor in connection with the offer, purchase or sale of any franchise or commodity or any felony involving fraud, deceit or intentional wrongdoing, including but not limited to forgery, embezzlement, obtaining money under false pretenses, larceny, theft or conspiracy to defraud; (4) Has been convicted within five years prior to the date of this Agreement of any felony or misdemeanor of which fraud is an essential element, or which is a violation of the securities laws or regulations of any state or of the United States or any foreign jurisdiction, or which is a crime involving moral turpitude, or which is a criminal violation of statutes designed to protect investors or consumers against unlawful practices involving insurance, securities, commodities or commodities futures, real estate, franchises, business opportunities, consumer goods or other goods and services; (5) Has been convicted or pleaded nolo contendere within ten years prior to the date of this Agreement of any felony or misdemeanor (A) in connection with the offer, purchase or sale of any security, (B) involving the making of any false filing with the Commission or any state or (C) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser; (6) Has been or is currently subject to any order or judgment (including an injunction) entered or obtained by the Commission or any state securities commission or administrator within five years prior to the date of this Agreement; or (B) has been or is currently subject to any administrative order or judgment (including an injunction) issued by state or federal authorities within five years prior to the date of this agreement which order or judgment (1) includes or is based upon a finding or stipulation of fraud, fraudulent conduct, deceit (including the making of any untrue statement of a material fact or omitting to state a material fact) or intentional wrongdoing, (2) has the effect of enjoining such person from activities subject to federal or state statutes designed to protect investors or consumers against unlawful or deceptive practices involving securities, insurance, commodities or commodities futures, real estate, franchises, business opportunities, consumer goods or other goods and services; (7) Is subject to any judgment, order or decree of any court entered within five years prior to the date of this Agreement which (A) temporarily or permanently restrains or enjoins such person from engaging in or continuing any conduct or practice (1) in connection with the offer, purchase or sale of any security or commodity, (2) involving the making of any false filing with the Commission or any state, or (3) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser, or (B) restrains or enjoins such person from activities subject to federal or state statutes designed to protect consumers against unlawful or deceptive practices involving insurance, commodities or commodities futures, real estate, franchises, business opportunities, consumer goods or other goods and services; (8) Is currently subject to any order or judgment entered or obtained by any federal or state authority which prohibits, denies or revokes the use of any exemption from registration in connection with the offer, purchase or sale of any security; (9) Is suspended or expelled from membership in, or suspended or barred from association with a member of, an exchange registered as a national securities exchange pursuant to Section 6 of the Exchange Act, an association registered as a national securities association under Section 15A of the Exchange Act, or a Canadian securities exchange or association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade; (10) Is subject to a United States Postal Service false representation order entered under Section 3005 of title 39, United States Code, within five years prior to the date of this agreement, or is subject to a restraining order or preliminary injunction entered under Section 3007 of title 39, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ title 39, United States Code; or (11) Has experienced a personal bankruptcy, or been an officer, director, or key employee of any company that during their tenure with such company experienced any bankruptcy other than as disclosed in the Registration Statement and in the Prospectus as required, or had any trustee, receiver, or conservator appointed with respect to its business or assets.Company. 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