COMMON SHARES.
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(V)
RELATED PARTY TRANSACTIONS.
THERE ARE NO BUSINESS RELATIONSHIPS OR
RELATED-PARTY TRANSACTIONS INVOLVING EV3 LLC, THE COMPANY OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES OR ANY OTHER PERSON REQUIRED TO BE DESCRIBED IN THE
PROSPECTUS WHICH HAVE NOT BEEN DESCRIBED AS REQUIRED.
(W)
DISCLOSURE CONTROLS AND PROCEDURES.
THE COMPANY IS AWARE OF NO REASON THAT
ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JULY 3, 2005 WOULD NOT
(1) BE ACCOMPANIED BY THE CERTIFICATIONS REQUIRED TO BE FILED OR SUBMITTED BY
THE COMPANY'S CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO
THE SARBANES-OXLEY ACT OF 2002 AND THE RULES AND REGULATIONS THEREUNDER OR
(2) CONTAIN A STATEMENT TO THE EFFECT THAT THE COMPANY'S PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL OFFICER CONCLUDED AS OF THE END OF THE PERIOD
COVERED BY SUCH REPORT THAT THE COMPANY'S DISCLOSURE CONTROLS AND PROCEDURES
WERE EFFECTIVE SUCH THAT THE INFORMATION RELATING TO THE COMPANY, INCLUDING ITS
CONSOLIDATED SUBSIDIARIES, REQUIRED TO BE DISCLOSED IN THE COMPANY'S REPORTS
FILED WITH THE COMMISSION (I) IS RECORDED, PROCESSED, SUMMARIZED AND REPORTED
WITHIN THE TIME PERIODS SPECIFIED IN THE RULES AND FORMS OF THE COMMISSION, AND
(II) IS ACCUMULATED AND COMMUNICATED TO THE COMPANY'S MANAGEMENT, INCLUDING ITS
PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER, AS
APPROPRIATE TO ALLOW TIMELY DECISIONS REGARDING REQUIRED DISCLOSURE.
(X)
NO UNLAWFUL CONTRIBUTIONS OR OTHER PAYMENTS.
NONE OF EV3 LLC, THE COMPANY,
THEIR RESPECTIVE SUBSIDIARIES OR, TO THE BEST OF EV3 LLC'S AND THE COMPANY'S
KNOWLEDGE, ANY EMPLOYEE OR AGENT OF EV3 LLC, THE COMPANY OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES, HAS MADE ANY CONTRIBUTION OR OTHER PAYMENT TO ANY
OFFICIAL OF, OR CANDIDATE FOR, ANY FEDERAL, STATE OR FOREIGN OFFICE IN VIOLATION
OF ANY LAW OR OF THE CHARACTER REQUIRED TO BE DISCLOSED IN THE PROSPECTUS.
(Y)
COMPANY'S ACCOUNTING SYSTEM.
EXCEPT AS DISCLOSED IN THE PROSPECTUS, EACH
OF EV3 LLC AND THE COMPANY MAINTAINS A SYSTEM OF ACCOUNTING CONTROLS SUFFICIENT
TO PROVIDE REASONABLE ASSURANCES THAT (I) TRANSACTIONS ARE EXECUTED IN
ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION;
(II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS OF EV3 LLC AND THE COMPANY IN CONFORMITY WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES AS APPLIED IN THE UNITED STATES AND TO MAINTAIN
ACCOUNTABILITY FOR ASSETS; (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 EXISTING ASSETS AT
REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY
DIFFERENCES.
(Z)
COMPLIANCE WITH ENVIRONMENTAL LAWS.
EXCEPT AS WOULD NOT, INDIVIDUALLY OR
IN THE AGGREGATE, RESULT IN A MATERIAL ADVERSE CHANGE (I) NONE OF EV3 LLC, THE
COMPANY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES IS IN VIOLATION OF ANY
12
APPLICABLE FEDERAL, STATE, LOCAL OR FOREIGN LAW OR REGULATION RELATING TO
POLLUTION OR PROTECTION OF HUMAN HEALTH OR THE ENVIRONMENT (INCLUDING, WITHOUT
LIMITATION, AMBIENT AIR, SURFACE WATER, GROUNDWATER, LAND SURFACE OR SUBSURFACE
STRATA) OR WILDLIFE, INCLUDING WITHOUT LIMITATION, APPLICABLE LAWS AND
REGULATIONS RELATING