OR MAY BE CONDENSED OR SUMMARY STATEMENTS) AND
FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF
THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE DATES THEREOF AND THE
CONSOLIDATED RESULTS OF THEIR OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN
ENDED (SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT
ADJUSTMENTS).
EXCEPT AS SET FORTH IN THE FINANCIAL STATEMENTS OF THE COMPANY
INCLUDED IN THE SEC DOCUMENTS, THE COMPANY HAS NO LIABILITIES, CONTINGENT OR
OTHERWISE, OTHER THAN (I) LIABILITIES INCURRED IN THE ORDINARY COURSE OF
BUSINESS SUBSEQUENT TO DECEMBER 31, 2006, AND (II) OBLIGATIONS UNDER CONTRACTS
AND COMMITMENTS INCURRED IN THE ORDINARY COURSE OF BUSINESS AND NOT REQUIRED
UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO BE REFLECTED IN SUCH FINANCIAL
STATEMENTS, WHICH, INDIVIDUALLY OR TAKEN IN THE AGGREGATE WOULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
C.
THE COMPANY HAS ESTABLISHED AND MAINTAINS DISCLOSURE CONTROLS AND
PROCEDURES (AS SUCH TERM IS DEFINED IN RULE 13A-15(E) UNDER THE 1934 ACT).
SUCH
DISCLOSURE CONTROLS AND PROCEDURES:
(A) ARE DESIGNED TO ENSURE THAT MATERIAL
INFORMATION RELATING TO THE COMPANY AND ITS SUBSIDIARIES IS MADE KNOWN TO THE
COMPANY'S CHIEF EXECUTIVE OFFICER, PRESIDENT, CHIEF OPERATING OFFICER AND ITS
CHIEF FINANCIAL OFFICER BY OTHERS WITHIN THOSE ENTITIES, PARTICULARLY DURING THE
PERIODS IN WHICH THE COMPANY'S REPORTS AND FILINGS UNDER THE 1934 ACT ARE BEING
PREPARED, (B) HAVE BEEN EVALUATED FOR EFFECTIVENESS AS OF THE END OF THE MOST
RECENT ANNUAL PERIOD REPORTED TO THE SEC, AND (C) ARE EFFECTIVE TO PERFORM THE
FUNCTIONS FOR WHICH THEY WERE ESTABLISHED.
NEITHER THE AUDITORS OF THE COMPANY
NOR THE BOARD OF DIRECTORS OF THE COMPANY HAS BEEN ADVISED OF: (X) ANY
SIGNIFICANT DEFICIENCIES OR MATERIAL WEAKNESSES IN THE DESIGN OR OPERATION OF
THE INTERNAL CONTROLS OVER FINANCIAL REPORTING (AS SUCH TERM IS DEFINED IN RULE
13A-15(F) UNDER THE 1934 ACT) OF THE COMPANY THAT HAVE MATERIALLY AFFECTED THE
COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING; OR (Y) ANY FRAUD, WHETHER
OR NOT MATERIAL, THAT INVOLVES MANAGEMENT OR OTHER EMPLOYEES WHO HAVE A ROLE IN
THE INTERNAL CONTROLS OVER FINANCIAL REPORTING OF THE COMPANY
8
4.6
ABSENCE OF CERTAIN CHANGES.
EXCEPT WITH RESPECT TO THE
ACQUISITION, TRANSACTIONS DISCLOSED IN THE SEC DOCUMENTS, AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND BY EACH OF THE OTHER TRANSACTION DOCUMENTS, SINCE
DECEMBER 31, 2006, (I) THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS CONDUCTED
ITS BUSINESS ONLY IN THE ORDINARY COURSE, CONSISTENT WITH PAST PRACTICE, AND
SINCE THAT DATE, NO CHANGES HAVE OCCURRED WHICH WOULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT; AND (II) THE COMPANY HAS NOT INCURRED ANY
LIABILITIES (CONTINGENT OR OTHERWISE) OTHER THAN (A) TRADE PAYABLES, ACCRUED
EXPENSES AND OTHER LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE AND (B) LIABILITIES NOT REQUIRED TO BE REFLECTED
ON THE COMPANY'S FINANCIAL STATEMENTS PURSUANT TO GAAP OR REQUIRED TO BE
DISCLOSED IN FILINGS MADE WITH THE SEC.
4.7
ABSENCE OF LITIGATION.
EXCEPT AS SET FORTH IN SCHEDULE 4.7, THERE