Page 23 of 67 SEC Filing
(d)
Except as disclosed in the SEC Filings, the Company is not a party to, or bound by, any employment or other contract or
agreement that contains any severance, termination pay or change of control liability or obligation, including, without limitation,
any “excess parachute payment,” as defined in Section 2806(b) of the Internal Revenue Code.
(e)
Each of the Company’s employees is a Person who is either a United States citizen or a permanent resident entitled
to work in the United States. To the Company’s Knowledge, the Company has no liability for the improper classification by
the Company of such employees as independent contractors or leased employees prior to the Initial Closing.
4.16 Environmental
Matters. The Company is not in violation of any statute, rule, regulation, decision or order of any governmental agency or
body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to
the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental
Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws,
is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to
any Environmental Laws, which violation, contamination, liability or claim has had or could reasonably be expected to have a Material
Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s Knowledge, threatened investigation
that might lead to such a claim.
4.17 Litigation.
Except as disclosed in the SEC Filings, there are no pending actions, suits or proceedings against or affecting the Company or
any of its properties; and to the Company’s Knowledge, no such actions, suits or proceedings are threatened or contemplated.
4.18 Financial Statements.
The financial statements included in each SEC Filing present fairly, in all material respects, the consolidated financial position
of the Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, and such
financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a
consistent basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly
financial statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial statements of the Company
included in the SEC Filings filed prior to the date hereof, the Company has not incurred any liabilities, contingent or otherwise,
except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date
of such financial statements, none of which, individually or in the aggregate, have had or could reasonably be expected to have
a Material Adverse Effect.
4.19 Insurance Coverage.
The Company maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business
being conducted and properties owned or leased by the Company, and the Company reasonably believes such insurance coverage to be
adequate against all liabilities, claims and risks against which it is customary for comparably situated companies to insure.
| 10 |
