NOTICE
TO, REGISTRATION, DECLARATION OR FILING WITH, EXEMPTION OR REVIEW BY, OR
AUTHORIZATION, ORDER, CONSENT OR APPROVAL OF, ANY GOVERNMENTAL ENTITY, NOR
EXPIRATION OR TERMINATION OF ANY STATUTORY WAITING PERIODS, IS NECESSARY FOR THE
CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
EXCEPT FOR THOSE THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE NOT HAD AND WOULD
NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, OTHER THAN
(I) SUCH AS MAY BE REQUIRED BY THE SECURITIES OR BLUE SKY LAWS OF THE VARIOUS
STATES AND (II) ANY APPROVAL REQUIRED PURSUANT TO SECTIONS 7(A)(IV) AND
7(B)(IV).
(F)
REPORTS.
(I)
SINCE DECEMBER 31, 2007, THE COMPANY HAS FILED WITH THE
COMMISSION ALL FORMS, REPORTS, SCHEDULES, STATEMENTS AND OTHER DOCUMENTS
REQUIRED TO BE FILED BY IT THROUGH THE DATE HEREOF UNDER THE EXCHANGE ACT OR THE
SECURITIES ACT (ALL SUCH DOCUMENTS, AS SUPPLEMENTED AND AMENDED SINCE THE TIME
OF FILING, COLLECTIVELY, THE "COMPANY SEC DOCUMENTS").
THE COMPANY SEC
DOCUMENTS, AT THE TIME FILED OR, IN THE CASE OF ANY COMPANY SEC DOCUMENT AMENDED
OR SUPERSEDED BY A FILING PRIOR TO THE DATE OF THIS AGREEMENT, THEN ON
8
THE DATE OF SUCH AMENDING OR SUPERSEDING FILING, AND, IN THE CASE OF
REGISTRATION STATEMENTS AND PROXY STATEMENTS, ON THE DATES OF EFFECTIVENESS AND
THE DATES OF MAILING, RESPECTIVELY, (A) 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 LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, AND (B) COMPLIED IN
ALL MATERIAL RESPECTS WITH THE APPLICABLE REQUIREMENTS OF THE EXCHANGE ACT AND
THE SECURITIES ACT, AS APPLICABLE.
(II)
NO EXECUTIVE OFFICER OF THE COMPANY OR ANY SUBSIDIARY OF THE
COMPANY HAS FAILED IN ANY RESPECT TO MAKE THE CERTIFICATIONS REQUIRED OF HIM OR
HER UNDER SECTION 302 OR 906 OF THE SARBANES-OXLEY ACT OF 2002 WITH RESPECT TO
THE COMPANY SEC DOCUMENTS.
(G)
FINANCIAL STATEMENTS.
THE COMPANY'S FINANCIAL STATEMENTS,
INCLUDING THE NOTES THERETO, INCLUDED IN THE COMPANY SEC DOCUMENTS (THE "COMPANY
FINANCIAL STATEMENTS") HAVE BEEN PREPARED IN ACCORDANCE WITH U.S. GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") CONSISTENTLY APPLIED (EXCEPT AS MAY BE
INDICATED IN THE NOTES AND SCHEDULES THERETO) DURING THE PERIODS INVOLVED AND
PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE COMPANY'S CONSOLIDATED FINANCIAL
POSITION AT THE DATES THEREOF AND OF ITS CONSOLIDATED RESULTS OF OPERATIONS,
CHANGES IN STOCKHOLDERS' EQUITY AND CASH FLOWS FOR THE PERIODS THEN ENDED.
SINCE THE DATE OF THE MOST RECENT BALANCE SHEET INCLUDED IN THE COMPANY
FINANCIAL STATEMENTS, THE COMPANY HAS NOT EFFECTED ANY CHANGE IN ANY METHOD OF
ACCOUNTING OR ACCOUNTING PRACTICE, EXCEPT FOR ANY SUCH CHANGE REQUIRED BECAUSE
OF A CONCURRENT CHANGE IN GAAP, NOR HAS IT BEEN ADVISED BY ITS INDEPENDENT
REGISTERED ACCOUNTING FIRM OR ANY GOVERNMENTAL ENTITY THAT ANY SUCH CHANGE IN
METHOD OF ACCOUNTING OR ACCOUNTING PRACTICE IS APPROPRIATE.
(H)
NO UNDISCLOSED LIABILITIES.
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS ANY LIABILITIES