WILL NOT BE SUBJECT TO PERSONAL LIABILITY BY REASON OF BEING SUCH HOLDERS.
THE
SHARES, WHEN ISSUED, WILL CONFORM IN ALL MATERIAL RESPECTS TO THE DESCRIPTION
THEREOF SET FORTH IN OR INCORPORATED INTO THE PROSPECTUS.
4
(N)
THE CONSOLIDATED FINANCIAL STATEMENTS AND THE RELATED NOTES
INCLUDED IN THE REGISTRATION STATEMENT AND THE PROSPECTUS PRESENT FAIRLY, IN ALL
MATERIAL RESPECTS, THE FINANCIAL CONDITION OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES AS OF THE DATES THEREOF AND THE RESULTS OF OPERATIONS AND CASH
FLOWS AT THE DATES AND FOR THE PERIODS COVERED THEREBY IN CONFORMITY WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP").
NO OTHER FINANCIAL
STATEMENTS OR SCHEDULES OF THE COMPANY, ANY SUBSIDIARY OR ANY OTHER ENTITY ARE
REQUIRED BY THE ACT OR THE RULES AND REGULATIONS TO BE INCLUDED IN THE
REGISTRATION STATEMENT OR THE PROSPECTUS.
(O)
PRICEWATERHOUSECOOPERS LLC (THE "ACCOUNTANTS"), WHO HAVE REPORTED
ON SUCH CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES, ARE REGISTERED
INDEPENDENT PUBLIC ACCOUNTANTS WITH RESPECT TO THE COMPANY AS REQUIRED BY THE
ACT AND THE RULES AND REGULATIONS AND BY THE RULES OF THE PUBLIC ACCOUNTING
OVERSIGHT BOARD.
THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND THE
RELATED NOTES AND SCHEDULES INCLUDED IN THE REGISTRATION STATEMENT AND THE
PROSPECTUS HAVE BEEN PREPARED IN CONFORMITY WITH THE REQUIREMENTS OF THE ACT AND
THE RULES AND REGULATIONS AND PRESENT FAIRLY THE INFORMATION SHOWN THEREIN.
(P)
THE COMPANY IS NOT AN INELIGIBLE ISSUER AS DEFINED UNDER THE ACT
AND THE COMPANY HAS PAID THE REGISTRATION FEE FOR THIS OFFERING AS REQUIRED
UNDER THE ACT OR WILL PAY SUCH FEES WITHIN THE TIME PERIOD REQUIRED BY SUCH
RULE.
(Q)
THE COMPANY IS, AND AT THE CLOSING DATE WILL BE, IN COMPLIANCE
WITH ALL PROVISIONS OF THE SARBANES-OXLEY ACT OF 2002, AS AMENDED, WHICH ARE
APPLICABLE TO IT.
THE COMPANY AND EACH SUBSIDIARY MAINTAIN A SYSTEM OF INTERNAL
ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE 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 IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES 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.
(R)
SINCE THE DATE OF THE MOST RECENT CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY INCLUDED OR INCORPORATED BY REFERENCE IN THE
PROSPECTUS AND PRIOR TO CLOSING, (I) THERE HAS NOT BEEN AND WILL NOT HAVE BEEN
ANY CHANGE IN THE CAPITAL STOCK OF THE COMPANY (EXCEPT FOR CHANGES IN THE NUMBER
OF OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY DUE TO THE ISSUANCE OF
SHARES UPON THE EXERCISE OF STOCK OPTIONS OR UPON THE GRANT OF RESTRICTED STOCK
TO THE COMPANY'S DIRECTORS, THE ISSUANCE OF SHARES PURSUANT TO THE COMPANY'S
EMPLOYEE STOCK PURCHASE PLAN OR THE COMPANY'S DEFERRED COMPENSATION PLAN FOR
DIRECTORS) OR LONG-TERM DEBT OF THE COMPANY OR