THE COMPANY AND ITS SUBSIDIARIES
AND THE CONDUCT AND OPERATION OF THEIR RESPECTIVE BUSINESS IS AND HAS BEEN IN
COMPLIANCE WITH EACH LAW OF ANY GOVERNMENTAL ENTITY THAT IS APPLICABLE TO THE
COMPANY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OTHER THAN WHERE THE
FAILURE TO BE OR TO HAVE BEEN IN COMPLIANCE WOULD NOT INDIVIDUALLY OR IN THE
AGGREGATE REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR MATERIALLY
IMPAIR THE ABILITY OF THE COMPANY AND ITS SUBSIDIARIES TO OWN AND OPERATE THEIR
RESPECTIVE PROPERTIES, ASSETS AND BUSINESSES IN THE ORDINARY COURSE.
SECTION 2.22
COMPANY SEC REPORTS.
(A)
THE COMPANY HAS FILED WITH THE SEC EACH REGISTRATION STATEMENT,
REPORT AND PROXY OR INFORMATION STATEMENT (INCLUDING EXHIBITS AND ANY AMENDMENTS
THERETO) REQUIRED TO BE FILED BY THE COMPANY WITH THE SEC SINCE JANUARY 1, 2003
(COLLECTIVELY, THE "COMPANY SEC REPORTS").
AS OF THE RESPECTIVE DATES THE
COMPANY SEC REPORTS WERE FILED WITH THE SEC OR AMENDED, EACH OF THE COMPANY SEC
REPORTS (A) COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
REQUIREMENTS OF THE SECURITIES ACT AND EXCHANGE ACT AND (B) DID NOT CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT 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; PROVIDED,
HOWEVER, THAT CLAUSE (B) SHALL NOT EXTEND TO EXHIBITS THERETO OR DOCUMENTS
INCORPORATED BY REFERENCE THEREIN, EXCEPT TO THE EXTENT A STATEMENT OR OMISSION
IN SUCH EXHIBIT OR DOCUMENT WOULD CAUSE TO BE UNTRUE A STATEMENT OF A MATERIAL
FACT IN THE BODY OF SUCH COMPANY SEC REPORT OR WOULD CAUSE TO BE OMITTED FROM
THE BODY OF SUCH COMPANY SEC REPORT A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS MADE IN THE BODY OF SUCH COMPANY SEC
REPORT NOT MISLEADING.
(B)
THE COMPANY HAS NO OUTSTANDING AND UNRESOLVED COMMENTS FROM THE
SEC WITH RESPECT TO ANY OF THE COMPANY SEC REPORTS.
THE CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY (INCLUDING THE NOTES THERETO) INCLUDED IN THE COMPANY
SEC REPORTS COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH THE APPLICABLE
ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH
RESPECT THERETO, WERE PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT
BASIS DURING THE PERIODS INVOLVED (EXCEPT, IN THE CASE OF THE UNAUDITED
STATEMENTS, AS PERMITTED BY RULE 10-01 OF REGULATION S-X OF THE SEC) AND FAIRLY
PRESENTED, IN ACCORDANCE WITH APPLICABLE REQUIREMENTS OF GAAP AND THE APPLICABLE
RULES AND REGULATIONS OF THE SEC (SUBJECT, IN THE CASE OF THE UNAUDITED
STATEMENTS, TO NORMAL, RECURRING ADJUSTMENTS, NONE OF WHICH ARE MATERIAL), THE
CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A
WHOLE, AS OF THEIR RESPECTIVE DATES AND THE CONSOLIDATED STATEMENTS OF
OPERATIONS AND THE CONSOLIDATED STATEMENTS OF CASH FLOWS OF THE COMPANY AND ITS
SUBSIDIARIES FOR THE PERIODS PRESENTED THEREIN.
SINCE JANUARY 1, 2003, THERE
HAS BEEN