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This excerpt taken from the CHK 8-K filed May 27, 2008. 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 would
reasonably be expected to individually or in the aggregate have a Material
Adverse Effect; and the Company is not aware of any pending investigation which
might lead to such a claim.
(u) Except as
disclosed in the General Disclosure Package, there are no pending actions, suits
or proceedings against or affecting the Company, any of its subsidiaries or any
of their respective properties that, if determined adversely to the Company or
any of its subsidiaries, would reasonably be expected to individually or in the
aggregate have a Material Adverse Effect, or would materially and adversely
affect the ability of the Company or any Subsidiary Guarantor to perform its
obligations under this Agreement or the Indenture, or which are otherwise
material in the context of the sale of the Offered Securities; and no such
actions, suits or proceedings are threatened or, to the Company’s knowledge,
contemplated.
(v) The
financial statements included or incorporated by reference in the Registration
Statement and the General Disclosure Package present fairly the financial
position of the Company and its consolidated subsidiaries as of the dates shown
and their results of operations and cash flows for the periods shown, and such
financial statements have been prepared in conformity with the generally
accepted accounting principles in the United States applied on a consistent
basis.
(w) Except as
disclosed in the General Disclosure Package, since the date of the latest
audited financial statements incorporated by reference in the General Disclosure
Package, there has been no material adverse change, nor any development or event
involving a prospective material adverse change, in the condition (financial or
other), business, properties or results of operations of the Company and its
subsidiaries taken as a whole, and, except as disclosed in the General
Disclosure Package, there has been no dividend or distribution of any kind
declared, paid or made by the Company on any class of its capital
stock.
(x) The
Company is not, and at no time during which a prospectus is required by the Act
to be delivered (whether physically or through compliance with Rule 172 under
the Act or any similar rule) in connection with the sales will it be, and, after
giving effect to the offering and sale of the Offered Securities and the
application of proceeds thereof as described in the General Disclosure Package,
will not be an “investment company” as defined in the Investment Company Act of
1940.
(y) The
Company is subject to the reporting requirements of either Section 13 or
15(d) of the Exchange Act and files reports with the Commission on the
Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.
(z) The
statistical and market related data and forward looking statements included in
the General Disclosure Package and any Limited Use Issuer Free Writing
Prospectus, are based on or derived from sources that the Company believes to be
reliable and accurate in all material respects and represents its good faith
estimates that are made on the basis of data derived from such
sources.
(aa) Neither
the Company nor any of its subsidiaries has any liability for any prohibited
transaction or accumulated funding deficiency (within the meaning of
Section 412 of the Internal Revenue Code) or any complete or partial
withdrawal liability (within the meaning of Sections 4203 and 4205 of the
Employee Retirement Income Security Act of 1974, as amended (“ |
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