IN A
MATERIAL ADVERSE EFFECT, (II) THE COMPANY HAS NOT INCURRED ANY LIABILITIES
(CONTINGENT OR OTHERWISE) OTHER THAN (A) TRADE PAYABLES, ACCRUED EXPENSES AND
OTHER LIABILITIES 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 OR THE IDENTITY OF ITS AUDITORS, (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
OPTION PLANS AND OTHER EQUITY COMPENSATION ARRANGEMENTS. THE COMPANY DOES NOT
HAVE PENDING BEFORE THE COMMISSION ANY REQUEST FOR CONFIDENTIAL TREATMENT OF
INFORMATION.
(J)
LITIGATION.
EXCEPT AS DISCLOSED IN SCHEDULE 3.1(J), TO THE
KNOWLEDGE OF THE COMPANY, THERE IS NO ACTION WHICH (I) ADVERSELY AFFECTS OR
CHALLENGES THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE TRANSACTION
DOCUMENTS OR THE SECURITIES OR (II) EXCEPT AS SPECIFICALLY DISCLOSED IN THE SEC
REPORTS, WOULD, IF THERE WERE AN UNFAVORABLE DECISION, INDIVIDUALLY OR IN THE
AGGREGATE, HAVE OR REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
THERE IS NO ACTION IN THE NAME OF OR ON BEHALF OF THE COMPANY'S
STOCKHOLDERS.
NEITHER THE COMPANY NOR ANY SUBSIDIARY, NOR, TO THE KNOWLEDGE OF
THE COMPANY, ANY DIRECTOR OR OFFICER THEREOF (IN HIS OR HER CAPACITY AS SUCH),
IS OR HAS BEEN THE SUBJECT OF ANY ACTION INVOLVING A CLAIM OF VIOLATION OF OR
LIABILITY UNDER FEDERAL OR STATE SECURITIES LAWS OR A CLAIM OF BREACH OF
FIDUCIARY DUTY, EXCEPT AS SPECIFICALLY DISCLOSED IN THE SEC REPORTS.
THE
COMMISSION HAS NOT ISSUED ANY STOP ORDER OR OTHER ORDER SUSPENDING THE
EFFECTIVENESS OF ANY REGISTRATION STATEMENT FILED BY THE COMPANY OR ANY
SUBSIDIARY UNDER THE EXCHANGE ACT OR THE SECURITIES ACT.
(K)
LABOR RELATIONS.
NO MATERIAL LABOR DISPUTE EXISTS OR, TO THE
KNOWLEDGE OF THE COMPANY, IS IMMINENT WITH RESPECT TO ANY OF THE EMPLOYEES OF
THE COMPANY.
10
(L)
COMPLIANCE.
EXCEPT AS DISCLOSED IN SCHEDULE 3.1(L) OR IN
THE SEC REPORTS, NEITHER THE COMPANY NOR ANY SUBSIDIARY (I) IS IN DEFAULT UNDER
OR IN VIOLATION OF (AND NO EVENT HAS OCCURRED THAT HAS NOT BEEN WAIVED THAT,
WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD RESULT IN A DEFAULT BY THE COMPANY
OR ANY SUBSIDIARY UNDER), NOR HAS THE COMPANY OR ANY SUBSIDIARY RECEIVED NOTICE
OF A CLAIM THAT IT IS IN DEFAULT UNDER OR THAT IT IS IN VIOLATION OF, ANY
INDENTURE, LOAN OR CREDIT AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT TO
WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES IS BOUND (WHETHER OR
NOT SUCH DEFAULT OR VIOLATION HAS BEEN WAIVED), (II) IS