NECESSARY
IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING.
THE FINANCIAL STATEMENTS OF THE COMPANY
INCLUDED IN THE SEC REPORTS COMPLY IN ALL MATERIAL RESPECTS WITH APPLICABLE
ACCOUNTING REQUIREMENTS AND THE RULES AND REGULATIONS OF THE COMMISSION WITH
RESPECT THERETO AS IN EFFECT AT THE TIME OF FILING.
SUCH FINANCIAL STATEMENTS
HAVE BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
("GAAP") APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED, EXCEPT AS
MAY BE OTHERWISE SPECIFIED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO,
AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION OF THE
COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF AND FOR THE DATES THEREOF AND
THE RESULTS OF OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED, SUBJECT, IN
THE CASE OF UNAUDITED STATEMENTS, TO NORMAL, IMMATERIAL, YEAR-END AUDIT
ADJUSTMENTS.
(I)
MATERIAL CHANGES.
SINCE THE DATE OF THE LATEST AUDITED FINANCIAL
STATEMENTS INCLUDED WITHIN THE SEC REPORTS, EXCEPT AS SPECIFICALLY DISCLOSED IN
THE SEC REPORTS: (I) THERE HAS BEEN NO EVENT, OCCURRENCE OR DEVELOPMENT THAT HAS
HAD OR THAT WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT,
(II) THE COMPANY HAS NOT INCURRED ANY LIABILITIES (CONTINGENT OR OTHERWISE)
OTHER THAN (A) TRADE PAYABLES AND ACCRUED EXPENSES INCURRED IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE AND (B) LIABILITIES NOT
REQUIRED TO BE REFLECTED IN THE COMPANY'S FINANCIAL STATEMENTS PURSUANT TO GAAP
OR REQUIRED TO BE DISCLOSED IN FILINGS MADE WITH THE COMMISSION, (III) THE
COMPANY HAS NOT ALTERED ITS METHOD OF ACCOUNTING OR THE IDENTITY OF ITS
AUDITORS, (IV) THE COMPANY HAS NOT DECLARED OR MADE ANY DIVIDEND OR DISTRIBUTION
OF CASH OR OTHER PROPERTY TO ITS SHAREHOLDERS
10
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, MANAGING DIRECTOR, SUPERVISORY DIRECTOR OR AFFILIATE, EXCEPT
PURSUANT TO EXISTING COMPANY STOCK OPTION OR SIMILAR PLANS.
(J)
LITIGATION.
THERE IS NO ACTION, SUIT, INQUIRY, NOTICE OF
VIOLATION, PROCEEDING OR INVESTIGATION PENDING OR, TO THE KNOWLEDGE OF THE
COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY, ANY SUBSIDIARY OR ANY OF
THEIR RESPECTIVE PROPERTIES BEFORE OR BY ANY COURT, ARBITRATOR, GOVERNMENTAL OR
ADMINISTRATIVE AGENCY OR REGULATORY AUTHORITY (DUTCH, U.S. FEDERAL, STATE,
COUNTY, LOCAL OR OTHER FOREIGN) (COLLECTIVELY, AN "ACTION") WHICH: (I) ADVERSELY
AFFECTS OR CHALLENGES THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE
TRANSACTION DOCUMENTS OR THE SECURITIES OR (II) 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 ANY SUPERVISORY DIRECTOR, MANAGING DIRECTOR OR OFFICER THEREOF,
IS OR HAS BEEN THE SUBJECT OF ANY ACTION INVOLVING A CLAIM OF VIOLATION OF OR
LIABILITY UNDER DUTCH, U.S. FEDERAL OR STATE SECURITIES LAWS. THE
COMPANY DOES
NOT HAVE PENDING BEFORE THE COMMISSION ANY REQUEST FOR CONFIDENTIAL TREATMENT OF
INFORMATION.