ON A CONSISTENT BASIS DURING
THE PERIODS INVOLVED ("GAAP"), EXCEPT AS MAY BE OTHERWISE SPECIFIED IN SUCH
FINANCIAL STATEMENTS OR THE NOTES THERETO AND EXCEPT THAT UNAUDITED FINANCIAL
STATEMENTS MAY NOT CONTAIN ALL FOOTNOTES REQUIRED BY GAAP, AND FAIRLY PRESENT IN
ALL MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES AS OF AND FOR THE DATES THEREOF AND THE RESULTS OF OPERATIONS AND
CASH FLOWS FOR THE PERIODS THEN ENDED, SUBJECT, IN THE CASE OF UNAUDITED
STATEMENTS, TO NORMAL, IMMATERIAL, YEAR-END AUDIT ADJUSTMENTS.
(I)
MATERIAL CHANGES; UNDISCLOSED EVENTS, LIABILITIES OR
DEVELOPMENTS.
SINCE THE DATE OF THE LATEST AUDITED FINANCIAL STATEMENTS
INCLUDED WITHIN THE SEC REPORTS,
10
EXCEPT AS SPECIFICALLY DISCLOSED IN A SUBSEQUENT SEC REPORT FILED PRIOR TO THE
DATE HEREOF, (I) THERE HAS BEEN NO EVENT, OCCURRENCE OR DEVELOPMENT THAT HAS HAD
OR THAT WOULD RESULT IN A MATERIAL ADVERSE EFFECT, (II) THE COMPANY HAS NOT
INCURRED ANY MATERIAL LIABILITIES (CONTINGENT OR OTHERWISE) OTHER THAN (A) TRADE
PAYABLES AND ACCRUED EXPENSES INCURRED IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE AND (B) LIABILITIES NOT REQUIRED TO BE REFLECTED
IN THE COMPANY'S FINANCIAL STATEMENTS PURSUANT TO GAAP OR REQUIRED TO BE
DISCLOSED IN FILINGS MADE WITH THE COMMISSION, (III) THE COMPANY HAS NOT
MATERIALLY ALTERED ITS METHOD OF ACCOUNTING, (IV) THE COMPANY HAS NOT DECLARED
OR MADE ANY DIVIDEND OR DISTRIBUTION OF CASH OR OTHER PROPERTY TO ITS
STOCKHOLDERS OR PURCHASED, REDEEMED OR MADE ANY AGREEMENTS TO PURCHASE OR REDEEM
ANY SHARES OF ITS CAPITAL STOCK AND (V) THE COMPANY HAS NOT ISSUED ANY EQUITY
SECURITIES TO ANY OFFICER, DIRECTOR OR AFFILIATE, EXCEPT PURSUANT TO EXISTING
COMPANY STOCK-BASED COMPENSATION PLANS.
THE COMPANY DOES NOT HAVE PENDING
BEFORE THE COMMISSION ANY REQUEST FOR CONFIDENTIAL TREATMENT OF INFORMATION.
EXCEPT FOR THE ISSUANCE OF THE SECURITIES CONTEMPLATED BY THIS AGREEMENT OR AS
SET FORTH IN THE SEC REPORTS OR ON SCHEDULE 3.1(I), NO EVENT, LIABILITY OR
DEVELOPMENT HAS OCCURRED WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR
THEIR RESPECTIVE BUSINESS, PROPERTIES, OPERATIONS OR FINANCIAL CONDITION THAT
WOULD BE REQUIRED TO BE DISCLOSED BY THE COMPANY UNDER APPLICABLE SECURITIES
LAWS AT THE TIME THIS REPRESENTATION IS MADE OR DEEMED MADE THAT HAS NOT BEEN
PUBLICLY DISCLOSED PRIOR TO THE DATE THAT THIS REPRESENTATION IS MADE.
(J)
LITIGATION.
EXCEPT AS DISCLOSED IN THE SEC REPORTS OR ON
SCHEDULE 3.1(J), THERE IS NO ACTION, SUIT, INQUIRY, NOTICE OF VIOLATION,
PROCEEDING OR INVESTIGATION PENDING OR, TO THE KNOWLEDGE OF THE COMPANY,
THREATENED AGAINST OR AFFECTING THE COMPANY, ANY SUBSIDIARY OR ANY OF THEIR
RESPECTIVE PROPERTIES BEFORE OR BY ANY COURT, ARBITRATOR, GOVERNMENTAL OR
ADMINISTRATIVE AGENCY OR REGULATORY AUTHORITY (FEDERAL, STATE, COUNTY, LOCAL OR
FOREIGN) (COLLECTIVELY, AN "ACTION") WHICH (I) ADVERSELY AFFECTS OR CHALLENGES
THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE TRANSACTION DOCUMENTS OR
THE SECURITIES OR (II) WOULD, IF THERE WERE AN UNFAVORABLE DECISION, HAVE A
MATERIAL ADVERSE EFFECT.
EXCEPT AS DISCLOSED IN THE SEC REPORTS OR ON SCHEDULE
3.1(J), NEITHER THE COMPANY NOR ANY SUBSIDIARY, NOR