domestic or foreign, applicable to or in connection with its business or any of
its assets, properties or operations.
(b) With respect to the operation of its business, the
Company and each of its Subsidiaries possesses and is in compliance with all
permits, certificates, licenses, approvals, registrations and authorizations
required under all applicable laws, rules and regulations, all of which are in
full force and effect, and the business has been conducted and is now being
conducted in compliance with all applicable laws, rules, regulations, judgments
and orders of the United States, its states, counties, municipalities and
agencies and of any other jurisdiction, including, without limitation, laws,
rules and regulations relating to pollution and environmental control, equal
employment opportunity, health and safety, the provision of health care
services, insurance and zoning, except for such noncompliance which,
individually or in the aggregate, would not reasonably be expected to have a
material adverse effect on the business, condition (financial or other), assets,
properties, operations or prospects of the Company.
8M. INVESTMENT COMPANY ACT. Neither the Company nor any of
its Subsidiaries is an "investment company," or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
8N. PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Company
nor any of its Subsidiaries is a "holding company," or a "subsidiary company" of
a "holding company," or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company," as such terms are defined in the
Public Utility Holding Company Act of 1935, as amended.
8O. GOVERNMENTAL CONSENTS, ETC. No consent, approval
authorization, exemption or other action by, or notice to or filing with, any
court or administrative or governmental body which has not been obtained, taken
or made is required in connection with the execution and delivery of this
Agreement and the Other Agreements or the consummation of the transactions
contemplated hereby or thereby or fulfillment of or compliance with the terms
and provisions hereof.
8P. COMPLIANCE WITH ERISA.
(a) Prohibited Transactions. Neither the Company nor any
ERISA Affiliate has engaged in a transaction in connection with which the
Company could be subject to a material liability for either a civil penalty
assessed pursuant to section 502(i) or (1) of ERISA or a tax imposed by section
4975 of the Code.
(b) Plan Termination; Material Liabilities. There has been
no termination or partial termination of a Plan or trust, insurance contract or
other funding arrangement maintained or created under any Plan that would give
rise to a material liability to the PBGC on the part of the Company or an ERISA
Affiliate. No material liability to the PBGC has been or is expected to be
incurred with respect to any Plan by the Company or an ERISA