OF ANY JURISDICTION.
(K)
MATERIAL CHANGES. SINCE THE DATE OF THE LATEST AUDITED FINANCIAL
STATEMENTS INCLUDED WITHIN THE SEC REPORTS, EXCEPT AS SPECIFICALLY DISCLOSED IN
THE SEC REPORTS OR AS SET FORTH IN SCHEDULE 3.1(K) HERETO, (I) THERE HAVE BEEN
NO EVENTS, OCCURRENCES OR DEVELOPMENTS THAT HAVE HAD OR THAT COULD REASONABLY BE
EXPECTED TO RESULT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, IN A MATERIAL
ADVERSE EFFECT, (II) THE COMPANY HAS NOT INCURRED ANY LIABILITIES (CONTINGENT OR
OTHERWISE) OTHER THAN (A) TRADE PAYABLES, ACCRUED EXPENSES AND OTHER LIABILITIES
INCURRED IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE AND
(B) LIABILITIES NOT REQUIRED TO BE REFLECTED IN THE COMPANY'S FINANCIAL
STATEMENTS PURSUANT TO GAAP OR REQUIRED TO BE DISCLOSED IN FILINGS MADE WITH THE
COMMISSION, (III) THE COMPANY HAS NOT ALTERED ITS METHOD OF ACCOUNTING OR THE
MANNER IN WHICH IT KEEPS ITS ACCOUNTING BOOKS AND RECORDS, (IV) THE COMPANY HAS
NOT DECLARED OR MADE ANY DIVIDEND OR DISTRIBUTION OF CASH OR OTHER PROPERTY TO
ITS SHAREHOLDERS OR PURCHASED, REDEEMED OR MADE ANY AGREEMENTS TO PURCHASE OR
REDEEM ANY SHARES OF ITS CAPITAL STOCK (OTHER THAN IN CONNECTION WITH
REPURCHASES OF UNVESTED STOCK ISSUED TO EMPLOYEES OF THE COMPANY), (V) THE
COMPANY HAS NOT ISSUED ANY EQUITY SECURITIES TO ANY OFFICER, DIRECTOR OR
AFFILIATE, EXCEPT COMMON STOCK ISSUED IN THE ORDINARY COURSE AS DIVIDENDS ON
OUTSTANDING PREFERRED STOCK OR PURSUANT TO EXISTING COMPANY STOCK OPTION OR
STOCK PURCHASE PLANS OR EXECUTIVE AND DIRECTOR CORPORATE ARRANGEMENTS DISCLOSED
IN THE SEC REPORTS AND (VI) THERE HAS NOT
9
BEEN ANY MATERIAL CHANGE OR AMENDMENT TO, OR ANY WAIVER OF ANY MATERIAL RIGHT
UNDER, ANY CONTRACT UNDER WHICH THE COMPANY, ANY SUBSIDIARY THEREOF, OR ANY OF
THEIR ASSETS IS BOUND OR SUBJECT. EXCEPT FOR THE ISSUANCE OF THE SECURITIES
CONTEMPLATED BY THIS AGREEMENT OR AS SET FORTH IN SCHEDULE 3.1(K) HERETO, NO
EVENT, LIABILITY OR DEVELOPMENT HAS OCCURRED OR EXISTS WITH RESPECT TO THE
COMPANY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS, PROPERTIES, OPERATIONS
OR FINANCIAL CONDITION THAT WOULD BE REQUIRED TO BE DISCLOSED BY THE COMPANY
UNDER APPLICABLE SECURITIES LAWS AT THE TIME THIS REPRESENTATION IS MADE THAT
HAS NOT BEEN PUBLICLY DISCLOSED AT LEAST ONE TRADING DAY PRIOR TO THE DATE THAT
THIS REPRESENTATION IS MADE.
(L)
ENVIRONMENTAL MATTERS. TO THE COMPANY'S KNOWLEDGE, NEITHER THE
COMPANY NOR ANY SUBSIDIARY (I) IS IN VIOLATION OF ANY STATUTE, RULE, REGULATION,
DECISION OR ORDER OF ANY GOVERNMENTAL AGENCY OR BODY OR ANY COURT, DOMESTIC OR
FOREIGN, RELATING TO THE USE, DISPOSAL OR RELEASE OF HAZARDOUS OR TOXIC
SUBSTANCES OR RELATING TO THE PROTECTION OR RESTORATION OF THE ENVIRONMENT OR
HUMAN EXPOSURE TO HAZARDOUS OR TOXIC SUBSTANCES (COLLECTIVELY, "ENVIRONMENTAL
LAWS"), (II) OWNS OR OPERATES ANY REAL PROPERTY CONTAMINATED WITH ANY SUBSTANCE
THAT IS IN VIOLATION OF ANY ENVIRONMENTAL LAWS, (III) IS LIABLE FOR ANY OFF-SITE
DISPOSAL OR CONTAMINATION PURSUANT TO ANY ENVIRONMENTAL LAWS, AND (IV) IS
SUBJECT TO ANY CLAIM RELATING TO ANY ENVIRONMENTAL LAWS; WHICH VIOLATION,
CONTAMINATION, LIABILITY OR CLAIM HAS HAD