GOVERNMENTAL, QUASI-GOVERNMENTAL, TAXING OR REGULATORY
(INCLUDING A STOCK EXCHANGE OR OTHER SELF-REGULATORY BODY) AUTHORITY, OFFICIAL
OR AGENCY (INCLUDING A PUBLIC UTILITY COMMISSION, PUBLIC SERVICES COMMISSION OR
SIMILAR REGULATORY BODY), DOMESTIC, FOREIGN OR SUPRANATIONAL (A "GOVERNMENTAL
AUTHORITY"), EXCEPT FOR (I) THE FILING WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") OF A PROXY STATEMENT RELATING TO THE TRANSACTIONS
CONTEMPLATED HEREBY (THE "PROXY STATEMENT") PURSUANT TO THE APPLICABLE
REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES
AND REGULATIONS PROMULGATED THEREUNDER (THE "EXCHANGE ACT"), (II)
THE FILING
AND RECORDATION OF THE CERTIFICATE OF MERGER AS REQUIRED BY THE DGCL, AND (III)
SUCH OTHER APPROVALS, ACTIONS, FILINGS OR NOTIFICATIONS THE FAILURE OF WHICH TO
MAKE OR OBTAIN, INDIVIDUALLY OR IN THE AGGREGATE, DOES NOT HAVE AND COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.05.
SEC FILINGS; FINANCIAL STATEMENTS; INTERNAL CONTROLS.
(A)
THE COMPANY HAS TIMELY FILED ALL FORMS, REPORTS, SCHEDULES, DECLARATIONS,
STATEMENTS, APPLICATIONS AND OTHER DOCUMENTS REQUIRED TO BE FILED WITH THE SEC
SINCE JANUARY 1, 2004 (COLLECTIVELY, THE "COMPANY REPORTS"), EACH OF WHICH, WHEN
FILED, COMPLIED IN ALL MATERIAL RESPECTS WITH THE APPLICABLE REQUIREMENTS OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER (THE "SECURITIES ACT") AND THE EXCHANGE ACT, EACH AS IN EFFECT ON THE
DATE SO FILED.
NONE OF THE COMPANY REPORTS (INCLUDING ANY FINANCIAL STATEMENTS
OR SCHEDULES INCLUDED OR INCORPORATED BY REFERENCE THEREIN), WHEN FILED,
CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL
FACT REQUIRED TO BE STATED OR INCORPORATED BY REFERENCE THEREIN OR NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING.
NONE OF THE COMPANY'S SUBSIDIARIES IS
REQUIRED TO FILE ANY FORMS, REPORTS OR DOCUMENTS WITH THE SEC UNDER THE EXCHANGE
ACT.
AS OF THE DATE OF THIS AGREEMENT, THERE ARE NO UNRESOLVED COMMENTS ISSUED
BY THE STAFF OF THE SEC WITH RESPECT TO ANY OF THE COMPANY REPORTS.
10
(B)
EACH OF THE AUDITED AND UNAUDITED FINANCIAL STATEMENTS (INCLUDING ANY
RELATED NOTES) INCLUDED IN THE COMPANY REPORTS, WHEN FILED, COMPLIED IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE ACCOUNTING REQUIREMENTS AND WITH THE
PUBLISHED RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO, HAS BEEN
PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP")
(EXCEPT, IN THE CASE OF UNAUDITED QUARTERLY STATEMENTS, AS PERMITTED BY FORM
10-Q OF THE SEC) APPLIED ON A CONSISTENT BASIS THROUGHOUT THE PERIODS INVOLVED
(EXCEPT AS MAY BE INDICATED IN THE NOTES THERETO) AND, WHEN FILED, FAIRLY
PRESENTED THE CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND ITS
SUBSIDIARIES AT THE RESPECTIVE DATE THEREOF AND THE CONSOLIDATED RESULTS OF ITS
AND THEIR OPERATIONS AND CASH FLOWS FOR THE PERIODS INDICATED (SUBJECT, IN THE
CASE OF UNAUDITED QUARTERLY STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS,
WHICH WERE NOT AND ARE NOT EXPECTED TO BE MATERIAL IN AMOUNT).
AS OF THE DATE
OF THIS AGREEMENT, ALL OF THE COMPANY'S SUBSIDIARIES ARE CONSOLIDATED