MADE ADEQUATE PROVISIONS FOR ON ITS BALANCE SHEET (IN ACCORDANCE WITH GAAP) ALL
TAXES SHOWN TO BE DUE ON SUCH TAX RETURNS. THERE ARE NO LIENS FOR TAXES UPON THE
ASSETS OF CLSR EXCEPT FOR STATUTORY LIENS FOR CURRENT TAXES NOT YET DUE AND
PAYABLE OR WHICH MAY THEREAFTER BE PAID WITHOUT PENALTY OR ARE BEING CONTESTED
IN GOOD FAITH. CLSR HAS NOT RECEIVED ANS' NOTICE OF AUDIT, IS NOT UNDERGOING ANY
AUDIT OF ITS TAX RETURNS, OR
4
HAS RECEIVED ANY NOTICE OF DEFICIENCY OR ASSESSMENT FROM ANY TAXING AUTHORITY
WITH RESPECT TO LIABILITY FOR TAXES WHICH HAS NOT BEEN FULLY PAID OR FINALLY
SETTLED. THERE HAVE BEEN NO WAIVERS OF STATUTES OF LIMITATIONS BY CLSR WITH
RESPECT TO ANY TAX RETURNS. CLSR HAS NOT FILED A REQUEST WITH THE INTERNAL
REVENUE SERVICE FOR CHANGES IN ACCOUNTING METHODS WITHIN THE LAST THREE YEARS
WHICH CHANGE WOULD AFFECT THE ACCOUNTING FOR TAX PURPOSES, DIRECTLY OR
INDIRECTLY, OF ITS BUSINESS. CLSR HAS NOT EXECUTED AN EXTENSION OR WAIVER OF ANY
STATUTE OF LIMITATIONS ON THE ASSESSMENT OR COLLECTION OF ANY TAXES DUE
(EXCLUDING SUCH STATUTES THAT RELATE TO YEARS CURRENTLY UNDER EXAMINATION BY THE
INTERNAL REVENUE SERVICE OR OTHER APPLICABLE TAXING AUTHORITIES) THAT IS
CURRENTLY IN EFFECT.
SECTION 3.9
INTERNAL ACCOUNTING CONTROLS SARBANES-OXLEY ACT OF 2002.
TO THE BEST OF ITS KNOWLEDGE, THE COMPANY IS IN COMPLIANCE WITH THE REQUIREMENTS
OF THE SARBANES-OXLEY ACT OF 2002 APPLICABLE TO IT AS OF THE DATE OF THIS
AGREEMENT. THE COMPANY MAINTAINS A SYSTEM OF INTERNAL ACCOUNTING CONTROLS
SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED IN
ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS, (II)
TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS IN CONFORMITY WITH GAAP AND TO MAINTAIN ASSET ACCOUNTABILITY, (III)
ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR
SPECIFIC AUTHORIZATION, AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS
COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCES. THE COMPANY HAS ESTABLISHED DISCLOSURE
CONTROLS AND PROCEDURES (AS DEFINED IN EXCHANGE ACT RULES 13A-15(E) AND
15D-15(E)) FOR THE COMPANY AND DESIGNED SUCH DISCLOSURES CONTROLS AND PROCEDURES
TO ENSURE THAT MATERIAL INFORMATION RELATING TO THE COMPANY IS MADE KNOWN TO THE
CERTIFYING OFFICERS BY OTHERS WITHIN THOSE ENTITIES, PARTICULARLY DURING THE
PERIOD IN WHICH THE COMPANY'S FORM 10-K OR 10-Q, AS THE CASE MAY BE, IS BEING
PREPARED. THE COMPANY'S CERTIFYING OFFICERS HAVE EVALUATED THE EFFECTIVENESS OF
THE COMPANY'S CONTROLS AND PROCEDURES AS OF THE DATE OF ITS MOST RECENTLY FILED
PERIODIC REPORT (SUCH DATE, THE "EVALUATION DATE"). THE COMPANY PRESENTED IN ITS
MOST RECENTLY FILED PERIODIC REPORT THE CONCLUSIONS OF THE CERTIFYING OFFICERS
ABOUT THE EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND PROCEDURES BASED ON THEIR
EVALUATIONS AS OF THE EVALUATION DATE. SINCE THE EVALUATION DATE, THERE HAVE
BEEN NO SIGNIFICANT CHANGES IN THE COMPANY'S INTERNAL CONTROLS (AS SUCH TERM IS
DEFINED IN ITEM 307(B) OF REGULATION S-K UNDER THE EXCHANGE ACT) OR, TO THE