WITH, ANY COURT OR GOVERNMENTAL AGENCY IN ORDER
FOR IT TO EXECUTE, DELIVER OR PERFORM ANY OF ITS OBLIGATIONS UNDER OR
CONTEMPLATED BY THIS AGREEMENT OR THE REGISTRATION RIGHTS AGREEMENT IN
ACCORDANCE WITH THE TERMS HEREOF OR THEREOF.
ALL CONSENTS, AUTHORIZATIONS,
ORDERS, FILINGS AND REGISTRATIONS WHICH THE COMPANY IS REQUIRED TO OBTAIN
PURSUANT TO THE PRECEDING SENTENCE HAVE BEEN OBTAINED OR EFFECTED ON OR PRIOR TO
THE DATE HEREOF.
THE COMPANY AND ITS SUBSIDIARIES ARE UNAWARE OF ANY FACTS OR
CIRCUMSTANCE, WHICH MIGHT GIVE RISE TO ANY OF THE FOREGOING.
(G)
SEC DOCUMENTS; FINANCIAL STATEMENTS.
THE
COMPANY HAS FILED ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS
REQUIRED TO BE FILED BY IT WITH THE SEC UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE "EXCHANGE ACT"), FOR THE TWO YEARS PRECEDING THE DATE
HEREOF (OR SUCH SHORTER PERIOD AS THE COMPANY WAS REQUIRED BY LAW OR REGULATION
TO FILE SUCH MATERIAL) (ALL OF THE FOREGOING FILED PRIOR TO THE DATE HEREOF OR
AMENDED
9
AFTER THE DATE HEREOF AND ALL EXHIBITS INCLUDED THEREIN AND FINANCIAL STATEMENTS
AND SCHEDULES THERETO AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, BEING
HEREINAFTER REFERRED TO AS THE "SEC DOCUMENTS") ON TIMELY BASIS OR HAS RECEIVED
A VALID EXTENSION OF SUCH TIME OF FILING AND HAS FILED ANY SUCH SEC DOCUMENT
PRIOR TO THE EXPIRATION OF ANY SUCH EXTENSION.
THE COMPANY HAS DELIVERED TO THE
BUYERS OR THEIR REPRESENTATIVES, OR MADE AVAILABLE THROUGH THE SEC'S WEBSITE AT
., TRUE AND COMPLETE COPIES OF THE SEC DOCUMENTS.
AS OF THEIR
RESPECTIVE DATES, THE SEC DOCUMENTS COMPLIED IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF THE EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE SEC
PROMULGATED THEREUNDER APPLICABLE TO THE SEC DOCUMENTS, AND NONE OF THE SEC
DOCUMENTS, AT THE TIME THEY WERE FILED WITH THE SEC, CONTAINED ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
AS OF
THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE
SEC DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE
ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH
RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, CONSISTENTLY APPLIED, DURING THE
PERIODS INVOLVED (EXCEPT (I) AS MAY BE OTHERWISE INDICATED IN SUCH FINANCIAL
STATEMENTS OR THE NOTES THERETO, OR (II) IN THE CASE OF UNAUDITED INTERIM
STATEMENTS, TO THE EXTENT THEY MAY EXCLUDE FOOTNOTES OR MAY BE CONDENSED OR
SUMMARY STATEMENTS) AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL
POSITION OF THE COMPANY AS OF THE DATES THEREOF AND THE RESULTS OF ITS
OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED (SUBJECT, IN THE CASE OF
UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS).
NO OTHER
INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY TO THE BUYERS WHICH