WRITTEN AGREEMENT, DOCUMENT OR ARRANGEMENT
IDENTIFIED IN THE SCHEDULES HERETO OR WHICH ARE NOT REQUIRED TO BE DISCLOSED
THEREBY.
(I)
A CERTIFICATE FROM THE COMPANY THAT SINCE THE BALANCE SHEET
DATE, EXCEPT AS DISCLOSED BY SCHEDULE, THE COMPANY HAS NOT (A) INCURRED ANY
DEBTS, OBLIGATIONS OR LIABILITIES, ABSOLUTE, ACCRUED, OR, TO THE COMPANY'S
KNOWLEDGE, CONTINGENT, WHETHER DUE OR TO BECOME DUE, EXCEPT FOR FEES, EXPENSES
AND LIABILITIES INCURRED IN CONNECTION WITH THE MERGER AND RELATED TRANSACTIONS,
AND CURRENT LIABILITIES INCURRED IN THE USUAL AND ORDINARY COURSE OF BUSINESS,
(B) DISCHARGED OR SATISFIED ANY LIENS OTHER THAN THOSE SECURING, OR PAID ANY
OBLIGATION OR LIABILITY OTHER THAN, CURRENT LIABILITIES SHOWN ON THE BALANCE
SHEET AND CURRENT LIABILITIES INCURRED SINCE THE BALANCE SHEET DATE, IN EACH
CASE IN THE USUAL AND ORDINARY COURSE OF BUSINESS, (C) MORTGAGED, PLEDGED OR
SUBJECTED TO LIEN ANY OF ITS ASSETS, TANGIBLE OR INTANGIBLE, OTHER THAN IN THE
USUAL AND ORDINARY COURSE OF BUSINESS, (D) SOLD, TRANSFERRED OR LEASED ANY OF
ITS ASSETS, EXCEPT IN THE USUAL AND ORDINARY COURSE OF BUSINESS, (E) CANCELLED
OR COMPROMISED ANY DEBT OR CLAIM, OR WAIVED OR RELEASED ANY RIGHT, OF MATERIAL
VALUE, (F) SUFFERED ANY PHYSICAL DAMAGE, DESTRUCTION OR LOSS (WHETHER OR NOT
COVERED BY INSURANCE) WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT, (G) ENTERED INTO ANY TRANSACTION OTHER THAN IN THE USUAL AND
ORDINARY COURSE OF BUSINESS, (H) ENCOUNTERED ANY LABOR UNION DIFFICULTIES, (I)
MADE OR GRANTED ANY WAGE OR SALARY INCREASE OR MADE ANY INCREASE IN THE AMOUNTS
PAYABLE UNDER ANY PROFIT SHARING, BONUS, DEFERRED COMPENSATION, SEVERANCE PAY,
INSURANCE, PENSION, RETIREMENT OR OTHER EMPLOYEE BENEFIT PLAN, AGREEMENT OR
ARRANGEMENT, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE, OR ENTERED INTO ANY EMPLOYMENT AGREEMENT, (J) ISSUED OR SOLD ANY
SHARES OR OTHER SECURITIES OR GRANTED ANY OPTIONS (INCLUDING EMPLOYEE OPTIONS),
WARRANTS OR OTHER RIGHTS WITH RESPECT THERETO, (K) DECLARED OR PAID ANY
DIVIDENDS ON OR MADE ANY OTHER DISTRIBUTIONS WITH RESPECT TO, OR PURCHASED OR
REDEEMED, ANY OF ITS OUTSTANDING SHARES, (L) SUFFERED OR EXPERIENCED ANY CHANGE
IN, OR CONDITION AFFECTING, THE FINANCIAL CONDITION OF THE COMPANY OTHER THAN
CHANGES, EVENTS OR CONDITIONS IN THE USUAL AND ORDINARY COURSE OF ITS BUSINESS,
NONE OF WHICH (EITHER BY ITSELF OR IN CONJUNCTION WITH ALL SUCH OTHER CHANGES,
EVENTS AND CONDITIONS) COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, (M) MADE ANY CHANGE IN THE ACCOUNTING PRINCIPLES, METHODS OR PRACTICES
FOLLOWED BY IT OR DEPRECIATION OR AMORTIZATION POLICIES OR RATES THERETOFORE
ADOPTED, (N) MADE OR PERMITTED ANY AMENDMENT OR TERMINATION OF ANY MATERIAL
CONTRACT, AGREEMENT OR LICENSE TO WHICH IT IS A PARTY WHICH HAS A MATERIAL
ADVERSE EFFECT, (O) SUFFERED ANY MATERIAL LOSS NOT REFLECTED IN THE BALANCE
SHEET OR ITS STATEMENT OF OPERATIONS FOR THE PERIOD ENDED ON THE BALANCE SHEET
DATE, (P) PAID, OR MADE ANY ACCRUAL OR ARRANGEMENT FOR PAYMENT OF, BONUSES OR
SPECIAL COMPENSATION OF ANY KIND OR ANY SEVERANCE OR TERMINATION PAY TO ANY
PRESENT