COMPANY SUBSIDIARY IS REQUIRED TO FILE ANY FORM, REPORT,
REGISTRATION STATEMENT OR PROSPECTUS OR OTHER DOCUMENT WITH THE SEC.
(B)
AS OF ITS FILING DATE, EACH COMPANY SEC DOCUMENT COMPLIED AS TO
FORM IN ALL MATERIAL RESPECTS WITH THE APPLICABLE REQUIREMENTS OF THE SECURITIES
ACT AND/OR THE EXCHANGE ACT, AS THE CASE MAY BE.
(C)
NO COMPANY SEC DOCUMENT FILED SINCE DECEMBER 31, 2002 PURSUANT TO
THE EXCHANGE ACT CONTAINED, AS OF ITS FILING DATE, ANY UNTRUE STATEMENT OF A
MATERIAL
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FACT OR OMITTED TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS MADE THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
NO COMPANY SEC DOCUMENT, AS AMENDED OR SUPPLEMENTED, IF
APPLICABLE, FILED SINCE DECEMBER 31, 2002 PURSUANT TO THE SECURITIES ACT
CONTAINED, AS OF THE DATE ON WHICH THE DOCUMENT OR AMENDMENT BECAME EFFECTIVE,
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE ANY MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING.
4.8.
FINANCIAL STATEMENTS; NO MATERIAL UNDISCLOSED LIABILITIES.
(A)
EACH OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND
UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN
THE COMPANY SEC DOCUMENTS WERE PREPARED IN CONFORMITY WITH GAAP (EXCEPT AS MAY
BE INDICATED IN THE NOTES THERETO) THROUGHOUT THE PERIODS INVOLVED, AND EACH
FAIRLY PRESENTS, IN ALL MATERIAL RESPECTS, THE CONSOLIDATED FINANCIAL POSITION
OF THE COMPANY AND THE ENTITIES THAT IT CONSOLIDATES IN ACCORDANCE WITH GAAP AS
OF THE DATES THEREOF AND THEIR CONSOLIDATED RESULTS OF OPERATIONS AND CHANGES IN
FINANCIAL POSITION FOR THE PERIODS THEN ENDED (SUBJECT TO NORMAL YEAR-END
ADJUSTMENTS AND THE ABSENCE OF NOTES THAT MAY BE REQUIRED BY GAAP IN THE CASE OF
ANY UNAUDITED INTERIM FINANCIAL STATEMENTS).
THE MANAGEMENT OF THE COMPANY HAS
IMPLEMENTED AND MAINTAINS DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED IN RULE
13A-15(E) OF THE EXCHANGE ACT) TO ENSURE THAT MATERIAL INFORMATION RELATING TO
THE COMPANY, INCLUDING THE ENTITIES THAT IT CONSOLIDATES IN ACCORDANCE WITH
GAAP, IS MADE KNOWN TO THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL
OFFICER OF THE COMPANY BY OTHERS WITHIN THOSE ENTITIES.
THE COMPANY'S PRINCIPAL
EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER HAVE DISCLOSED, BASED ON THEIR
MOST RECENT EVALUATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING, TO THE
COMPANY'S AUDITORS AND THE AUDIT COMMITTEE OF THE COMPANY BOARD OF DIRECTORS (OR
PERSONS PERFORMING THE EQUIVALENT FUNCTIONS): (A) ALL SIGNIFICANT DEFICIENCIES
AND MATERIAL WEAKNESSES WITHIN THEIR KNOWLEDGE IN THE DESIGN OR OPERATION OF
INTERNAL CONTROL OVER FINANCIAL REPORTING WHICH ARE REASONABLY LIKELY TO
ADVERSELY AFFECT THE COMPANY'S ABILITY TO RECORD, PROCESS, SUMMARIZE AND REPORT
FINANCIAL INFORMATION; AND (B) ANY FRAUD THAT INVOLVES MANAGEMENT OR OTHER
EMPLOYEES WHO HAVE A SIGNIFICANT ROLE IN THE COMPANY'S INTERNAL CONTROL OVER
FINANCIAL REPORTING.
THE COMPANY'S PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL
FINANCIAL OFFICER HAVE MADE, WITH RESPECT TO THE COMPANY SEC DOCUMENTS, ALL
CERTIFICATIONS REQUIRED BY THE SARBANES-OXLEY ACT OF 2002 AND ANY RELATED RULES
AND REGULATIONS PROMULGATED BY THE SEC.
THE COMPANY