SECURITIES LAWS, THE
COMPANY IS NOT REQUIRED TO OBTAIN ANY CONSENT, AUTHORIZATION OR ORDER OF, OR
MAKE ANY FILING OR REGISTRATION WITH, ANY COURT OR GOVERNMENTAL AGENCY IN ORDER
FOR IT TO EXECUTE, DELIVER OR PERFORM ANY OF ITS OBLIGATIONS UNDER OR
CONTEMPLATED BY THIS AGREEMENT OR THE REGISTRATION RIGHTS AGREEMENT IN
ACCORDANCE WITH THE TERMS HEREOF OR THEREOF. ALL CONSENTS, AUTHORIZATIONS,
ORDERS, FILINGS AND REGISTRATIONS WHICH THE COMPANY IS REQUIRED TO OBTAIN
PURSUANT TO THE PRECEDING SENTENCE HAVE BEEN OBTAINED OR EFFECTED ON OR PRIOR TO
THE DATE HEREOF. EXCEPT AS CONTEMPLATED BY THIS AGREEMENT, THE COMPANY AND ITS
8
SUBSIDIARIES ARE UNAWARE OF ANY FACTS OR CIRCUMSTANCE, WHICH MIGHT GIVE RISE TO
ANY OF THE FOREGOING.
(F)
SEC DOCUMENTS: FINANCIAL STATEMENTS. SINCE APRIL 1, 2005, THE
COMPANY HAS FILED ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS
REQUIRED TO BE FILED BY IT WITH THE SEC UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE "EXCHANGE ACT") (ALL OF THE FOREGOING FILED PRIOR TO THE
DATE HEREOF OR AMENDED AFTER THE DATE HEREOF AND ALL EXHIBITS INCLUDED THEREIN
AND FINANCIAL STATEMENTS AND SCHEDULES THERETO AND DOCUMENTS INCORPORATED BY
REFERENCE THEREIN, BEING HEREINAFTER REFERRED TO AS THE "SEC DOCUMENTS"). THE
COMPANY HAS DELIVERED TO THE BUYERS OR THEIR REPRESENTATIVES, OR MADE AVAILABLE
THROUGH THE SEC'S WEBSITE AT ., TRUE AND COMPLETE COPIES OF
THE SEC DOCUMENTS. AS OF THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE
COMPANY DISCLOSED IN THE SEC DOCUMENTS (THE "FINANCIAL STATEMENTS") COMPLIED AS
TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE
PUBLISHED RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO. SUCH FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY
BE OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, OR
(II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY EXCLUDE
FOOTNOTES OR MAY BE CONDENSED OR SUMMARY STATEMENTS) AND, FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY AS OF THE DATES THEREOF
AND THE RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED
(SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT
ADJUSTMENTS). NO OTHER INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY TO
THE BUYER WHICH IS NOT INCLUDED IN THE SEC DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, INFORMATION REFERRED TO IN THIS AGREEMENT, CONTAINS ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING.
(G)
10(B)-5. THE SEC DOCUMENTS DO NOT INCLUDE ANY UNTRUE STATEMENTS OF
MATERIAL FACT, NOR DO THEY OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED
THEREIN NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(H)
ABSENCE OF LITIGATION. THERE IS NO ACTION, SUIT, PROCEEDING,
INQUIRY OR INVESTIGATION BEFORE