OR PROVIDED BY ANY COMPANY OR FROM OR TO OTHERS; OR (II) THE TRANSFER OR LICENSE
OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT TO OR FROM IT
(OTHER THAN LICENSES ARISING FROM THE PURCHASE OF "OFF THE SHELF" OR OTHER
STANDARD PRODUCTS); OR (III) PROVISIONS RESTRICTING THE DEVELOPMENT, MANUFACTURE
OR DISTRIBUTION OF ITS OR ANY OF ITS SUBSIDIARIES' PRODUCTS OR SERVICES; OR
(IV) INDEMNIFICATION BY IT OR ANY OF ITS SUBSIDIARIES WITH RESPECT TO
INFRINGEMENTS OF PROPRIETARY RIGHTS.
(II)
SINCE DECEMBER 31, 2004 (THE "BALANCE
SHEET DATE") NEITHER IT NOR ANY OF ITS SUBSIDIARIES HAS:
(I) DECLARED OR PAID
ANY DIVIDENDS, OR AUTHORIZED OR MADE ANY DISTRIBUTION UPON OR WITH RESPECT TO
ANY CLASS OR SERIES OF ITS CAPITAL STOCK; (II) EXCEPT AS SET FORTH ON
SCHEDULE 12(F)(II)(A) AND INDEBTEDNESS AND LIABILITIES BETWEEN AND AMONG ANY
COMPANY, INCURRED ANY INDEBTEDNESS FOR MONEY BORROWED OR ANY OTHER LIABILITIES
(OTHER THAN ORDINARY COURSE OBLIGATIONS) INDIVIDUALLY IN EXCESS OF $50,000 OR,
IN THE CASE OF SUCH INDEBTEDNESS AND/OR LIABILITIES INDIVIDUALLY LESS THAN
$50,000, IN EXCESS OF $100,000 IN THE AGGREGATE; (III) MADE ANY LOANS OR
ADVANCES TO ANY PERSON NOT IN EXCESS, INDIVIDUALLY OR IN THE AGGREGATE, OF
$100,000, OTHER THAN ORDINARY ADVANCES FOR TRAVEL EXPENSES, AND OTHER THAN AS
SET FORTH ON SCHEDULE 12(F)(II)(B) OR (IV) SOLD, EXCHANGED OR OTHERWISE DISPOSED
OF ANY OF ITS ASSETS OR RIGHTS, OTHER THAN THE SALE OF ITS INVENTORY IN THE
ORDINARY COURSE OF BUSINESS.
(III)
FOR THE PURPOSES OF SUBSECTIONS (I) AND
(II) OF THIS SECTION 12(F), ALL INDEBTEDNESS, LIABILITIES, AGREEMENTS,
UNDERSTANDINGS, INSTRUMENTS, CONTRACTS AND PROPOSED TRANSACTIONS INVOLVING THE
SAME PERSON (INCLUDING PERSONS IT OR ANY OF ITS APPLICABLE SUBSIDIARIES HAS
REASON TO BELIEVE ARE AFFILIATED THEREWITH OR WITH ANY SUBSIDIARY THEREOF) SHALL
BE AGGREGATED FOR THE PURPOSE OF MEETING THE INDIVIDUAL MINIMUM DOLLAR AMOUNTS
OF SUCH SUBSECTIONS.
(IV)
THE PARENT MAINTAINS DISCLOSURE CONTROLS AND
PROCEDURES ("DISCLOSURE CONTROLS") DESIGNED TO ENSURE THAT INFORMATION REQUIRED
TO BE DISCLOSED BY THE PARENT IN THE REPORTS THAT IT FILES OR SUBMITS UNDER THE
EXCHANGE ACT IS RECORDED, PROCESSED, SUMMARIZED, AND REPORTED, WITHIN THE TIME
PERIODS SPECIFIED IN THE RULES AND FORMS OF THE SEC.
(V)
THE PARENT MAKES AND KEEPS BOOKS, RECORDS,
AND ACCOUNTS, THAT, IN REASONABLE DETAIL, ACCURATELY AND FAIRLY REFLECT THE
TRANSACTIONS AND DISPOSITIONS OF ITS ASSETS.
IT MAINTAINS INTERNAL CONTROL OVER
FINANCIAL REPORTING ("FINANCIAL REPORTING CONTROLS") DESIGNED BY, OR UNDER THE
SUPERVISION OF, ITS PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS, AND
EFFECTED BY ITS BOARD OF DIRECTORS, MANAGEMENT, AND OTHER PERSONNEL, TO PROVIDE
REASONABLE ASSURANCE REGARDING THE RELIABILITY OF FINANCIAL REPORTING AND THE
PREPARATION OF FINANCIAL STATEMENTS FOR EXTERNAL PURPOSES IN ACCORDANCE WITH
GAAP, INCLUDING THAT:
(1)
TRANSACTIONS ARE EXECUTED IN ACCORDANCE
WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION;
15
(2)
UNAUTHORIZED ACQUISITION, USE, OR
DISPOSITION OF THE PARENT'S ASSETS THAT COULD HAVE A MATERIAL EFFECT ON THE
FINANCIAL STATEMENTS ARE PREVENTED OR TIMELY DETECTED;
(3)
TRANSACTIONS ARE RECORDED AS NECESSARY TO
PERMIT PREPARATION OF FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP, AND