OR WHICH CONTAIN ANY
REDEMPTION OR SIMILAR PROVISIONS, AND THERE ARE NO CONTRACTS, COMMITMENTS,
UNDERSTANDINGS OR ARRANGEMENTS BY WHICH THE COMPANY IS OR MAY BECOME BOUND TO
REDEEM A SECURITY OF THE COMPANY; (VII) THERE ARE NO SECURITIES OR INSTRUMENTS
CONTAINING ANTI-DILUTION OR SIMILAR PROVISIONS THAT WILL BE TRIGGERED BY THE
ISSUANCE OF THE SHARES; (VIII) THE COMPANY DOES NOT HAVE ANY STOCK APPRECIATION
RIGHTS OR "PHANTOM STOCK" PLANS OR AGREEMENTS OR ANY SIMILAR PLAN OR AGREEMENT;
AND (IX) THE COMPANY HAS NO LIABILITIES OR OBLIGATIONS REQUIRED TO BE DISCLOSED
IN THE SEC REPORTS
BUT NOT SO DISCLOSED IN THE SEC REPORTS, OTHER THAN THOSE
INCURRED IN THE ORDINARY COURSE OF THE COMPANY'S BUSINESSES AND WHICH,
INDIVIDUALLY OR IN THE AGGREGATE, DO NOT OR WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT.
(H)
SEC REPORTS. THE COMPANY HAS FILED ALL REPORTS, SCHEDULES, FORMS,
STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE
ACT, INCLUDING PURSUANT TO SECTION 13(A) OR 15(D) THEREOF, FOR THE TWELVE MONTHS
PRECEDING THE DATE HEREOF (OR SUCH SHORTER PERIOD AS THE COMPANY WAS REQUIRED BY
LAW OR REGULATION TO FILE SUCH MATERIAL) (THE FOREGOING MATERIALS, INCLUDING THE
EXHIBITS THERETO AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, BEING
COLLECTIVELY REFERRED TO HEREIN AS THE "SEC REPORTS" AND TOGETHER WITH THIS
AGREEMENT AND THE SCHEDULES TO THIS AGREEMENT (IF ANY), THE "DISCLOSURE
MATERIALS"), ON A TIMELY BASIS OR HAS RECEIVED A VALID EXTENSION OF SUCH TIME OF
FILING AND HAS FILED ANY SUCH SEC REPORTS PRIOR TO THE EXPIRATION OF ANY SUCH
EXTENSION. AS OF THEIR RESPECTIVE FILING DATES, OR TO THE EXTENT CORRECTED BY A
SUBSEQUENT RESTATEMENT, THE SEC REPORTS COMPLIED IN ALL MATERIAL RESPECTS WITH
THE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT AND THE RULES AND
REGULATIONS OF THE COMMISSION PROMULGATED THEREUNDER, AND NONE OF THE SEC
REPORTS, WHEN FILED, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITTED 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.
(I)
FINANCIAL STATEMENTS.
THE FINANCIAL STATEMENTS OF THE
COMPANY INCLUDED IN THE SEC REPORTS COMPLY IN ALL MATERIAL RESPECTS WITH
APPLICABLE ACCOUNTING REQUIREMENTS AND THE RULES AND REGULATIONS OF THE
COMMISSION WITH RESPECT THERETO AS IN EFFECT AT THE TIME OF FILING (OR TO THE
EXTENT CORRECTED BY A SUBSEQUENT RESTATEMENT). SUCH FINANCIAL STATEMENTS HAVE
BEEN PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS DURING THE
PERIODS INVOLVED, EXCEPT AS MAY BE OTHERWISE SPECIFIED IN SUCH FINANCIAL
STATEMENTS OR THE NOTES THERETO AND EXCEPT THAT UNAUDITED FINANCIAL STATEMENTS
MAY NOT CONTAIN ALL FOOTNOTES REQUIRED BY GAAP, AND FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES TAKEN AS A WHOLE AS OF AND FOR THE DATES THEREOF AND THE RESULTS OF
OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED, SUBJECT, IN THE CASE OF
UNAUDITED STATEMENTS, TO NORMAL, YEAR-END AUDIT