YEAR-END AUDIT ADJUSTMENTS.
(I)
MATERIAL CHANGES; UNDISCLOSED EVENTS, LIABILITIES OR
DEVELOPMENTS.
SINCE THE DATE OF THE LATEST AUDITED FINANCIAL STATEMENTS
INCLUDED WITHIN THE SEC REPORTS, (I) THERE HAS BEEN NO EVENT, OCCURRENCE OR
DEVELOPMENT THAT HAS HAD OR THAT WOULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT, (II) THE COMPANY HAS NOT MATERIALLY ALTERED ITS METHOD
OF ACCOUNTING, (III) 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 (IV) THE COMPANY HAS NOT ISSUED ANY EQUITY SECURITIES TO ANY OFFICER,
DIRECTOR OR AFFILIATE, EXCEPT PURSUANT TO EXISTING COMPANY STOCK OPTION OR
COMPENSATION PLANS.
10
(J)
LITIGATION.
THERE IS NO ACTION, SUIT,
INQUIRY, NOTICE OF VIOLATION, PROCEEDING OR INVESTIGATION PENDING OR, TO THE
ACTUAL KNOWLEDGE OF THE COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY,
ANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE PROPERTIES BEFORE OR BY ANY COURT,
ARBITRATOR, GOVERNMENTAL OR ADMINISTRATIVE AGENCY OR REGULATORY AUTHORITY
(FEDERAL, STATE, COUNTY, LOCAL OR FOREIGN) (COLLECTIVELY, AN "ACTION") WHICH
(I) ADVERSELY AFFECTS OR CHALLENGES THE LEGALITY, VALIDITY OR ENFORCEABILITY OF
ANY OF THE TRANSACTION DOCUMENTS OR THE SECURITIES OR (II) WOULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT IF THERE WERE AN UNFAVORABLE
DECISION.
(K)
LABOR RELATIONS.
NO MATERIAL LABOR DISPUTE
EXISTS OR, TO THE ACTUAL KNOWLEDGE OF THE COMPANY, IS IMMINENT WITH RESPECT TO
ANY OF THE EMPLOYEES OF THE COMPANY WHICH WOULD REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
(L)
COMPLIANCE.
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 IN VIOLATION OF ANY JUDGMENT, DECREE OR ORDER OF ANY COURT,
ARBITRATOR OR GOVERNMENTAL BODY OR (III) IS OR HAS BEEN IN VIOLATION OF ANY
STATUTE, RULE, ORDINANCE OR REGULATION OF ANY GOVERNMENTAL AUTHORITY, INCLUDING,
WITHOUT LIMITATION, ALL FOREIGN, FEDERAL, STATE AND LOCAL LAWS APPLICABLE TO ITS
BUSINESS AND ALL SUCH LAWS THAT AFFECT THE ENVIRONMENT, EXCEPT IN EACH CASE AS
WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(M)
MATERIAL PERMITS.
THE COMPANY AND ITS
SUBSIDIARIES POSSESS ALL CERTIFICATES, AUTHORIZATIONS AND PERMITS ISSUED BY THE
APPROPRIATE FEDERAL, STATE, LOCAL OR FOREIGN REGULATORY AUTHORITIES NECESSARY TO
CONDUCT THEIR RESPECTIVE BUSINESSES AS DESCRIBED IN THE SEC REPORTS, EXCEPT
WHERE THE FAILURE TO POSSESS SUCH PERMITS WOULD NOT REASONABLY BE