THE
COMMISSION, (III) THE COMPANY HAS NOT ALTERED ITS METHOD OF ACCOUNTING OR THE
IDENTITY OF ITS AUDITORS, (IV) EXCEPT AS SET FORTH ON SCHEDULE 3.1(I), THE
COMPANY HAS NOT DECLARED OR MADE ANY DIVIDEND OR DISTRIBUTION OF CASH OR OTHER
PROPERTY TO ITS STOCKHOLDERS OR PURCHASED, REDEEMED OR MADE ANY AGREEMENTS TO
PURCHASE OR REDEEM ANY SHARES OF ITS CAPITAL STOCK, AND (V) THE COMPANY HAS NOT
ISSUED ANY EQUITY SECURITIES TO ANY OFFICER, DIRECTOR OR AFFILIATE, EXCEPT
PURSUANT TO EXISTING COMPANY STOCK OPTION PLANS. THE COMPANY DOES NOT HAVE
PENDING BEFORE THE COMMISSION ANY REQUEST FOR CONFIDENTIAL TREATMENT OF
INFORMATION.
(J)
LITIGATION. THERE IS NO ACTION WHICH
(I) ADVERSELY AFFECTS OR CHALLENGES THE LEGALITY, VALIDITY OR ENFORCEABILITY OF
ANY OF THE TRANSACTION DOCUMENTS OR THE SHARES OR (II) EXCEPT AS DISCLOSED IN
THE SEC REPORTS, WOULD, IF THERE WERE AN UNFAVORABLE DECISION, INDIVIDUALLY OR
IN THE AGGREGATE, HAVE OR REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT. NEITHER THE COMPANY NOR ANY SUBSIDIARY, NOR, TO THE KNOWLEDGE OF THE
COMPANY, ANY DIRECTOR OR OFFICER THEREOF (IN HIS OR HER CAPACITY AS SUCH), IS OR
HAS BEEN THE SUBJECT OF ANY ACTION INVOLVING A CLAIM OF VIOLATION OF OR
LIABILITY UNDER FEDERAL OR STATE SECURITIES LAWS OR A CLAIM OF BREACH OF
FIDUCIARY DUTY, EXCEPT AS SPECIFICALLY DISCLOSED IN THE SEC REPORTS. THERE HAS
NOT BEEN, AND TO THE KNOWLEDGE OF THE COMPANY, THERE IS NOT PENDING ANY
INVESTIGATION BY THE COMMISSION INVOLVING THE COMPANY OR ANY CURRENT OR FORMER
DIRECTOR OR OFFICER OF THE COMPANY (IN HIS OR HER CAPACITY AS SUCH). THE
COMMISSION HAS NOT ISSUED ANY STOP ORDER OR OTHER ORDER
7
SUSPENDING THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT FILED BY THE COMPANY
OR ANY SUBSIDIARY UNDER THE EXCHANGE ACT OR THE SECURITIES ACT.
(K)
LABOR RELATIONS. NO MATERIAL LABOR DISPUTE
EXISTS OR, TO THE KNOWLEDGE OF THE COMPANY, IS IMMINENT WITH RESPECT TO ANY OF
THE EMPLOYEES OF THE COMPANY.
(L)
COMPLIANCE. NEITHER THE COMPANY NOR ANY
SUBSIDIARY (I) IS IN DEFAULT UNDER OR IN VIOLATION OF (AND NO EVENT HAS OCCURRED
THAT HAS NOT BEEN WAIVED THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD
RESULT IN A DEFAULT BY THE COMPANY OR ANY SUBSIDIARY UNDER), NOR HAS THE COMPANY
OR ANY SUBSIDIARY RECEIVED WRITTEN NOTICE OF A CLAIM THAT IT IS IN DEFAULT UNDER
OR THAT IT IS IN VIOLATION OF, ANY INDENTURE, LOAN OR CREDIT AGREEMENT OR ANY
OTHER AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF
ITS PROPERTIES IS BOUND (WHETHER OR NOT SUCH DEFAULT OR VIOLATION HAS BEEN
WAIVED), (II) IS IN VIOLATION OF ANY ORDER OF ANY COURT, ARBITRATOR OR
GOVERNMENTAL BODY, OR (III) IS OR HAS BEEN IN VIOLATION OF ANY STATUTE, RULE OR
REGULATION OF ANY GOVERNMENTAL AUTHORITY, INCLUDING WITHOUT LIMITATION ALL
FOREIGN, FEDERAL, STATE AND LOCAL LAWS RELATING TO TAXES, ENVIRONMENTAL
PROTECTION, OCCUPATIONAL HEALTH AND SAFETY, PRODUCT QUALITY AND SAFETY AND
EMPLOYMENT AND LABOR