IT NOR ANY OF ITS SUBSIDIARIES OTHERWISE WARRANTS SUCH PROJECTIONS
OR ESTIMATES OR WARRANTS THAT THEY WILL BE REALIZED.
(T)
INSURANCE.
IT AND EACH OF ITS
SUBSIDIARIES HAS GENERAL COMMERCIAL, PRODUCT LIABILITY, FIRE AND CASUALTY
INSURANCE POLICIES WITH COVERAGES WHICH IT BELIEVES ARE CUSTOMARY FOR COMPANIES
SIMILARLY SITUATED TO IT AND ITS SUBSIDIARIES IN THE SAME OR SIMILAR BUSINESS.
(U)
SEC REPORTS AND FINANCIAL STATEMENTS.
EXCEPT AS SET FORTH ON SCHEDULE 12(U), IT AND EACH OF ITS SUBSIDIARIES HAS FILED
ALL PROXY STATEMENTS, REPORTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT
UNDER THE EXCHANGE ACT.
THE PARENT HAS FURNISHED LAURUS
21
WITH COPIES OF:
(I) ITS ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED
DECEMBER 31, 2004; AND (II) ITS QUARTERLY REPORTS ON FORM 10-Q FOR ITS FISCAL
QUARTERS ENDED MARCH 31, 2005 AND JUNE 30, 2005, AND THE FORM 8-K FILINGS WHICH
IT HAS MADE DURING ITS FISCAL YEAR 2005 TO DATE (COLLECTIVELY, THE "SEC
REPORTS").
EXCEPT AS SET FORTH ON SCHEDULE 12(U), EACH SEC REPORT WAS, AT THE
TIME OF ITS FILING, IN SUBSTANTIAL COMPLIANCE WITH THE REQUIREMENTS OF ITS
RESPECTIVE FORM AND NONE OF THE SEC REPORTS, NOR THE FINANCIAL STATEMENTS (AND
THE NOTES THERETO) INCLUDED IN THE SEC REPORTS, AS OF THEIR RESPECTIVE FILING
DATES, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH
GAAP APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED (EXCEPT (I) AS
MAY BE OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO OR
(II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY NOT
INCLUDE FOOTNOTES OR MAY BE CONDENSED) AND FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE FINANCIAL CONDITION, THE RESULTS OF OPERATIONS AND CASH FLOWS OF
THE PARENT AND ITS SUBSIDIARIES, ON A CONSOLIDATED BASIS, AS OF, AND FOR, THE
PERIODS PRESENTED IN EACH SUCH SEC REPORT.
(V)
LISTING.
THE PARENT'S COMMON STOCK IS
LISTED OR QUOTED, AS APPLICABLE, ON THE PRINCIPAL MARKET AND SATISFIES ALL
REQUIREMENTS FOR THE CONTINUATION OF SUCH LISTING OR QUOTATION, AS APPLICABLE,
AND THE PARENT SHALL DO ALL THINGS NECESSARY FOR THE CONTINUATION OF SUCH
LISTING OR QUOTATION, AS APPLICABLE.
THE PARENT HAS NOT RECEIVED ANY NOTICE
THAT ITS COMMON STOCK WILL BE DELISTED FROM, OR NO LONGER QUOTED ON, AS
APPLICABLE, THE PRINCIPAL MARKET OR THAT ITS COMMON STOCK DOES NOT MEET ALL
REQUIREMENTS FOR SUCH LISTING OR QUOTATION, AS APPLICABLE.
(W)
NO INTEGRATED OFFERING.
NEITHER IT, NOR ANY
OF ITS SUBSIDIARIES NOR ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS OR
THEIR BEHALF, HAS DIRECTLY OR INDIRECTLY MADE ANY OFFERS OR SALES OF ANY
SECURITY OR SOLICITED ANY OFFERS TO BUY ANY SECURITY UNDER CIRCUMSTANCES THAT
WOULD CAUSE THE OFFERING OF THE SECURITIES PURSUANT TO THIS AGREEMENT OR ANY
ANCILLARY AGREEMENT