FOREGOING MATERIALS (TOGETHER WITH ANY MATERIALS
FILED BY THE COMPANY UNDER THE EXCHANGE ACT, WHETHER OR NOT REQUIRED) BEING
COLLECTIVELY REFERRED TO HEREIN AS THE "SEC REPORTS" AND, TOGETHER WITH THIS
AGREEMENT AND THE SCHEDULES TO THIS AGREEMENT, THE "DISCLOSURE MATERIALS") ON A
TIMELY BASIS (EXCEPT ANY SUCH REPORT THAT IS REQUIRED SOLELY PURSUANT TO ITEMS
1.01, 1.02, 2.03, 2.04, 2.05, 2.06 OR 4.02(A) OF FORM 8-K, WHICH HAVE BEEN FILED
BUT NOT NECESSARILY TIMELY) OR HAS RECEIVED A VALID EXTENSION OF SUCH TIME OF
FILING AND HAS FILED ANY SUCH SEC REPORTS PRIOR TO THE EXPIRATION OF ANY SUCH
EXTENSION.
THE COMPANY HAS DELIVERED TO EACH PURCHASER TRUE, CORRECT AND
COMPLETE COPIES OF ALL SEC REPORTS FILED WITHIN THE 10 DAYS PRECEDING THE DATE
HEREOF.
AS OF THEIR RESPECTIVE DATES, THE SEC REPORTS COMPLIED IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT AND
THE RULES AND REGULATIONS OF THE COMMISSION PROMULGATED THEREUNDER, AND NONE OF
THE SEC REPORTS, WHEN FILED, 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.
THE FINANCIAL STATEMENTS OF THE COMPANY
INCLUDED IN THE SEC REPORTS COMPLY IN ALL MATERIAL RESPECTS WITH APPLICABLE
ACCOUNTING REQUIREMENTS AND THE RULES AND REGULATIONS OF THE COMMISSION WITH
RESPECT THERETO AS IN EFFECT AT THE TIME OF FILING.
SUCH FINANCIAL STATEMENTS
HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED
("GAAP"), EXCEPT AS MAY BE OTHERWISE SPECIFIED IN SUCH FINANCIAL STATEMENTS OR
THE NOTES THERETO, 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.
ALL MATERIAL AGREEMENTS TO WHICH THE COMPANY OR ANY
SUBSIDIARY IS A PARTY OR TO WHICH THE PROPERTY OR ASSETS OF THE COMPANY OR ANY
SUBSIDIARY ARE SUBJECT ARE INCLUDED AS PART OF OR SPECIFICALLY IDENTIFIED IN THE
SEC REPORTS.
(H)
MATERIAL CHANGES.
SINCE THE DATE OF THE
LATEST AUDITED FINANCIAL STATEMENTS INCLUDED WITHIN THE SEC REPORTS, EXCEPT AS
SPECIFICALLY DISCLOSED IN THE SEC REPORTS OR IN SCHEDULE 3.1(H), (I) THERE HAS
BEEN NO EVENT, OCCURRENCE OR DEVELOPMENT THAT, INDIVIDUALLY OR IN THE AGGREGATE,
HAS HAD OR THAT COULD RESULT IN A MATERIAL ADVERSE EFFECT, (II) THE COMPANY HAS
NOT INCURRED ANY 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 ALTERED
ITS METHOD OF ACCOUNTING