SIMILAR ARRANGEMENT RELATING TO
ACCUMULATIONS OF BENEFICIAL OWNERSHIP OF COMMON STOCK OR A CHANGE IN CONTROL OF
THE COMPANY.
(J)
SEC DOCUMENTS.
THE COMPANY HAS FILED,
OR INTENDS TO FILE, ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER
DOCUMENTS REQUIRED TO BE FILED BY IT WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") PURSUANT TO THE REPORTING REQUIREMENTS OF THE
EXCHANGE ACT (ALL OF THE FOREGOING FILED PRIOR TO THE DATE HEREOF (WHETHER OR
NOT REQUIRED TO BE FILED), THE DRAFT OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
ATTACHED HERETO, 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").
AS OF THEIR RESPECTIVE DATES,
THE SEC DOCUMENTS COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE
EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE SEC PROMULGATED THEREUNDER
APPLICABLE TO THE SEC DOCUMENTS, AND, TO THE COMPANY'S KNOWLEDGE, NONE OF THE
SEC DOCUMENTS, AT THE TIME THEY WERE FILED WITH THE SEC OR ARE INTENDED TO BE
FILED WITH THE SEC, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED
TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO
MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING.
7
(K)
FINANCIAL STATEMENTS.
AS OF THEIR
RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC
DOCUMENTS 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).
(L)
CONDUCT OF BUSINESS.
NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES IS IN VIOLATION OF ANY TERM OF OR IN DEFAULT
UNDER ITS CERTIFICATE OF INCORPORATION OR BYLAWS OR ITS ORGANIZATIONAL CHARTER
OR BYLAWS, RESPECTIVELY.
EXCEPT AS DISCLOSED IN THE DISCLOSURE SCHEDULE OR IN
THE SEC DOCUMENTS, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS IN
VIOLATION OF ANY JUDGMENT, DECREE OR ORDER OR ANY STATUTE, ORDINANCE, RULE OR
REGULATION APPLICABLE TO THE COMPANY OR ITS SUBSIDIARIES, AND NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES WILL CONDUCT ITS BUSINESS IN VIOLATION OF
ANY OF THE FOREGOING, EXCEPT FOR POSSIBLE VIOLATIONS WHICH WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(M)
REGULATORY PERMITS.
THE COMPANY AND ITS
SUBSIDIARIES POSSESS ALL CERTIFICATES, AUTHORIZATIONS AND PERMITS ISSUED BY