SECRET OR OTHER PROPRIETARY
RIGHTS OF OTHERS, AND THE COMPANY IS UNAWARE OF ANY FACTS WHICH COULD FORM A
REASONABLE BASIS FOR ANY SUCH CLAIM; (V) TO THE COMPANY'S KNOWLEDGE, THERE IS NO
PATENT OR PATENT APPLICATION THAT CONTAINS CLAIMS THAT INTERFERE WITH THE ISSUED
OR PENDING CLAIMS OF ANY OF THE INTELLECTUAL PROPERTY; AND (VI) TO THE COMPANY'S
KNOWLEDGE, EACH ISSUED PATENT WAS VALIDLY ISSUED UNDER THE LAWS OF THE COUNTRY
THAT ISSUED IT.
(X)
FINANCIAL STATEMENTS.
THE FINANCIAL STATEMENTS OF THE COMPANY,
TOGETHER WITH THE RELATED SCHEDULES AND NOTES THERETO, SET FORTH OR INCORPORATED
BY REFERENCE IN THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND THE
PROSPECTUS COMPLY IN ALL MATERIAL RESPECTS WITH THE APPLICABLE REQUIREMENTS OF
THE SECURITIES ACT AND THE EXCHANGE ACT, AS APPLICABLE, AND PRESENT FAIRLY IN
ALL MATERIAL RESPECTS (I) THE FINANCIAL CONDITION OF THE COMPANY, TAKEN AS A
WHOLE, AS OF THE DATES INDICATED AND (II) THE CONSOLIDATED RESULTS OF
OPERATIONS, STOCKHOLDERS' EQUITY AND CHANGES IN CASH FLOWS OF THE COMPANY, TAKEN
AS A WHOLE, FOR THE PERIODS THEREIN SPECIFIED; AND SUCH FINANCIAL STATEMENTS AND
RELATED SCHEDULES AND NOTES THERETO HAVE BEEN PREPARED IN CONFORMITY WITH UNITED
STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, CONSISTENTLY APPLIED THROUGHOUT
THE PERIODS INVOLVED (EXCEPT AS OTHERWISE STATED THEREIN AND SUBJECT, IN THE
CASE OF UNAUDITED FINANCIAL STATEMENTS, TO THE ABSENCE OF FOOTNOTES AND NORMAL
YEAR-END ADJUSTMENTS).
THERE ARE NO OTHER FINANCIAL STATEMENTS (HISTORICAL OR
PRO FORMA) THAT ARE REQUIRED TO BE INCLUDED IN THE REGISTRATION STATEMENT, THE
DISCLOSURE PACKAGE AND THE PROSPECTUS; AND THE COMPANY DOES NOT HAVE ANY
MATERIAL LIABILITIES OR OBLIGATIONS, DIRECT OR CONTINGENT (INCLUDING ANY
OFF-BALANCE SHEET OBLIGATIONS), NOT DISCLOSED IN THE REGISTRATION STATEMENT, THE
DISCLOSURE PACKAGE AND THE PROSPECTUS; AND ALL DISCLOSURES CONTAINED IN THE
REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND THE PROSPECTUS REGARDING
"NON-GAAP FINANCIAL MEASURES" (AS SUCH TERM IS DEFINED BY THE RULES AND
REGULATIONS OF THE COMMISSION) COMPLY WITH REGULATION G OF THE EXCHANGE ACT AND
ITEM 10(E) OF REGULATION S-K OF THE COMMISSION, TO THE EXTENT APPLICABLE, AND
PRESENT FAIRLY THE INFORMATION SHOWN THEREIN AND THE COMPANY'S BASIS FOR USING
SUCH MEASURES.
(Y)
INDEPENDENT ACCOUNTANTS.
TO THE COMPANY'S KNOWLEDGE, KPMG LLP,
WHO HAVE CERTIFIED CERTAIN OF THE FINANCIAL STATEMENTS OF THE COMPANY, IS (I) AN
INDEPENDENT PUBLIC ACCOUNTING FIRM WITHIN THE MEANING OF THE SECURITIES ACT AND
THE RULES AND REGULATIONS, (II) A REGISTERED PUBLIC ACCOUNTING FIRM (AS DEFINED
IN SECTION 2(A)(12) OF THE SARBANES-OXLEY ACT OF 2002 (THE "SARBANES-OXLEY
ACT")), AND (III) NOT IN VIOLATION OF THE AUDITOR INDEPENDENCE REQUIREMENTS OF
THE SARBANES-OXLEY ACT.
(Z)
TAXES.
THE COMPANY HAS TIMELY FILED ALL FEDERAL, STATE, LOCAL
AND FOREIGN INCOME AND FRANCHISE TAX RETURNS (OR TIMELY FILED APPLICABLE
EXTENSIONS THEREFORE) THAT HAVE BEEN REQUIRED TO BE FILED AND ARE NOT IN DEFAULT
IN THE PAYMENT OF ANY TAXES WHICH WERE PAYABLE PURSUANT TO SAID RETURNS OR ANY
ASSESSMENTS WITH RESPECT THERETO, OTHER THAN ANY WHICH THE COMPANY IS CONTESTING
IN GOOD FAITH AND FOR WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED AND REFLECTED