UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT,
ACCELERATION OR CANCELLATION OF, ANY AGREEMENT, INDENTURE OR INSTRUMENT TO WHICH
THE COMPANY OR
8
ANY OF ITS SUBSIDIARIES IS A PARTY, OR (III) RESULT IN A VIOLATION OF ANY LAW,
RULE, REGULATION, ORDER, JUDGMENT OR DECREE (INCLUDING FOREIGN, FEDERAL AND
STATE SECURITIES LAWS AND REGULATIONS AND THE RULES AND REGULATIONS OF THE
PRIMARY MARKET) APPLICABLE TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR BY WHICH
ANY PROPERTY OR ASSET OF THE COMPANY OR ANY OF ITS SUBSIDIARIES IS BOUND OR
AFFECTED; EXCEPT IN THE CASE OF EACH OF CLAUSES (II) AND (III), SUCH AS COULD
NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE OR REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES
IS NOT BEING CONDUCTED, AND SHALL NOT BE CONDUCTED IN VIOLATION OF ANY MATERIAL
LAW, ORDINANCE, OR REGULATION OF ANY GOVERNMENTAL ENTITY.
EXCEPT AS
SPECIFICALLY CONTEMPLATED BY THIS AGREEMENT AND AS REQUIRED UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, THE COMPANY IS NOT REQUIRED TO
OBTAIN ANY CONSENT, AUTHORIZATION OR ORDER OF, OR MAKE ANY FILING OR
REGISTRATION WITH, ANY COURT OR GOVERNMENTAL AGENCY IN ORDER FOR IT TO EXECUTE,
DELIVER OR PERFORM ANY OF ITS OBLIGATIONS UNDER OR CONTEMPLATED BY THIS
AGREEMENT OR THE REGISTRATION RIGHTS AGREEMENT IN ACCORDANCE WITH THE TERMS
HEREOF OR THEREOF.
ALL CONSENTS, AUTHORIZATIONS, ORDERS, FILINGS AND
REGISTRATIONS WHICH THE COMPANY IS REQUIRED TO OBTAIN PURSUANT TO THE PRECEDING
SENTENCE HAVE BEEN OBTAINED OR EFFECTED ON OR PRIOR TO THE DATE HEREOF.
THE
COMPANY AND ITS SUBSIDIARIES ARE UNAWARE OF ANY FACTS OR CIRCUMSTANCE, WHICH
MIGHT GIVE RISE TO ANY OF THE FOREGOING.
(G)
SEC DOCUMENTS; FINANCIAL STATEMENTS.
THE
COMPANY HAS FILED ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS
REQUIRED TO BE FILED BY IT WITH THE SEC UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE "EXCHANGE ACT"), FOR THE TWO YEARS PRECEDING THE DATE
HEREOF (OR SUCH SHORTER PERIOD AS THE COMPANY WAS REQUIRED BY LAW OR REGULATION
TO FILE SUCH MATERIAL) (ALL OF THE FOREGOING FILED PRIOR TO THE DATE HEREOF OR
AMENDED AFTER THE DATE HEREOF AND ALL EXHIBITS INCLUDED THEREIN AND FINANCIAL
STATEMENTS AND SCHEDULES THERETO AND DOCUMENTS INCORPORATED BY REFERENCE
THEREIN, BEING HEREINAFTER REFERRED TO AS THE "SEC DOCUMENTS") ON TIMELY BASIS
OR HAS RECEIVED A VALID EXTENSION OF SUCH TIME OF FILING AND HAS FILED ANY SUCH
SEC DOCUMENT PRIOR TO THE EXPIRATION OF ANY SUCH EXTENSION.
THE COMPANY HAS
DELIVERED TO THE BUYERS OR THEIR REPRESENTATIVES, OR MADE AVAILABLE THROUGH THE
SEC'S WEBSITE AT ., TRUE AND COMPLETE COPIES OF THE SEC
DOCUMENTS.
AS OF THEIR RESPECTIVE DATES, THE SEC DOCUMENTS COMPLIED IN ALL
MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE EXCHANGE ACT AND THE RULES AND
REGULATIONS OF THE SEC PROMULGATED THEREUNDER APPLICABLE TO THE SEC DOCUMENTS,
AND NONE OF THE SEC DOCUMENTS, AT THE TIME THEY WERE FILED WITH THE SEC,
CONTAINED ANY UNTRUE STATEMENT OF