"INTERESTED STOCKHOLDER" OR OTHER ANTI-TAKEOVER
LAWS AND REGULATIONS OF ANY JURISDICTION.
(G)
NO COMPANY MATERIAL ADVERSE EFFECT. SINCE THE
LAST DAY OF THE LAST COMPLETED FISCAL PERIOD FOR WHICH FINANCIAL STATEMENTS ARE
INCLUDED IN THE COMPANY FINANCIAL STATEMENTS (AS DEFINED BELOW), NO FACT,
CIRCUMSTANCE, EVENT, CHANGE, OCCURRENCE, CONDITION OR DEVELOPMENT
7
HAS OCCURRED THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAS HAD OR WOULD REASONABLY
BE EXPECTED TO HAVE A COMPANY MATERIAL ADVERSE EFFECT.
(H)
COMPANY FINANCIAL STATEMENTS.
THE COMPANY
HAS PREVIOUSLY DISCLOSED EACH OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE
COMPANY AND ITS CONSOLIDATED SUBSIDIARIES FOR EACH OF THE LAST THREE COMPLETED
FISCAL YEARS OF THE COMPANY (WHICH SHALL BE AUDITED TO THE EXTENT AUDITED
FINANCIAL STATEMENTS ARE AVAILABLE PRIOR TO THE SIGNING DATE) AND EACH COMPLETED
QUARTERLY PERIOD SINCE THE LAST COMPLETED FISCAL YEAR (COLLECTIVELY THE "COMPANY
FINANCIAL STATEMENTS").
THE COMPANY FINANCIAL STATEMENTS PRESENT FAIRLY IN ALL
MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND ITS
CONSOLIDATED SUBSIDIARIES AS OF THE DATES INDICATED THEREIN AND THE CONSOLIDATED
RESULTS OF THEIR OPERATIONS FOR THE PERIODS SPECIFIED THEREIN; AND EXCEPT AS
STATED THEREIN, SUCH FINANCIAL STATEMENTS (A) WERE PREPARED IN CONFORMITY WITH
GAAP APPLIED ON A CONSISTENT BASIS (EXCEPT AS MAY BE NOTED THEREIN) AND (B) HAVE
BEEN PREPARED FROM, AND ARE IN ACCORDANCE WITH, THE BOOKS AND RECORDS OF THE
COMPANY AND THE COMPANY SUBSIDIARIES.
(I)
REPORTS.
(I)
SINCE DECEMBER 31, 2006, THE COMPANY AND EACH COMPANY SUBSIDIARY
HAS FILED ALL REPORTS, REGISTRATIONS, DOCUMENTS, FILINGS, STATEMENTS AND
SUBMISSIONS, TOGETHER WITH ANY AMENDMENTS THERETO, THAT IT WAS REQUIRED TO FILE
WITH ANY GOVERNMENTAL ENTITY (THE FOREGOING, COLLECTIVELY, THE "COMPANY
REPORTS") AND HAS PAID ALL FEES AND ASSESSMENTS DUE AND PAYABLE IN CONNECTION
THEREWITH, EXCEPT, IN EACH CASE, AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A COMPANY MATERIAL ADVERSE EFFECT.
AS OF THEIR
RESPECTIVE DATES OF FILING, THE COMPANY REPORTS COMPLIED IN ALL MATERIAL
RESPECTS WITH ALL STATUTES AND APPLICABLE RULES AND REGULATIONS OF THE
APPLICABLE GOVERNMENTAL ENTITIES.
(II)
THE RECORDS, SYSTEMS, CONTROLS, DATA AND INFORMATION OF THE
COMPANY AND THE COMPANY SUBSIDIARIES ARE RECORDED, STORED, MAINTAINED AND
OPERATED UNDER MEANS (INCLUDING ANY ELECTRONIC, MECHANICAL OR PHOTOGRAPHIC
PROCESS, WHETHER COMPUTERIZED OR NOT) THAT ARE UNDER THE EXCLUSIVE OWNERSHIP AND
DIRECT CONTROL OF THE COMPANY OR THE COMPANY SUBSIDIARIES OR THEIR ACCOUNTANTS
(INCLUDING ALL MEANS OF ACCESS THERETO AND THEREFROM), EXCEPT FOR ANY
NON-EXCLUSIVE OWNERSHIP AND NON-DIRECT CONTROL THAT WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE SYSTEM OF INTERNAL ACCOUNTING
CONTROLS DESCRIBED BELOW IN THIS SECTION 2.2(I)(II).
THE COMPANY (A) HAS
IMPLEMENTED AND MAINTAINS ADEQUATE DISCLOSURE CONTROLS AND PROCEDURES TO ENSURE
THAT MATERIAL INFORMATION RELATING TO THE COMPANY, INCLUDING THE CONSOLIDATED
COMPANY SUBSIDIARIES, IS MADE KNOWN TO THE CHIEF EXECUTIVE OFFICER AND THE CHIEF
FINANCIAL OFFICER OF THE COMPANY BY OTHERS WITHIN THOSE ENTITIES, AND (B) HAS
DISCLOSED, BASED ON ITS MOST RECENT EVALUATION PRIOR TO THE SIGNING DATE, TO THE
COMPANY'S OUTSIDE AUDITORS AND THE AUDIT COMMITTEE