THE SEC TO BE IN COMPLIANCE WITH GAAP) AND (II) TO COMPLY AS TO FORM,
AS OF THEIR RESPECTIVE DATE OF FILING WITH THE SEC, IN ALL MATERIAL RESPECTS
WITH APPLICABLE ACCOUNTING REQUIREMENTS AND WITH THE PUBLISHED RULES AND
REGULATIONS OF THE SEC WITH RESPECT THERETO, AND IN EACH CASE SUCH CONSOLIDATED
FINANCIAL STATEMENTS FAIRLY PRESENTED, IN ALL MATERIAL RESPECTS, THE
CONSOLIDATED FINANCIAL POSITION, RESULTS OF OPERATIONS, CHANGES IN STOCKHOLDER
EQUITY AND CASH FLOWS OF THE COMPANY AND THE CONSOLIDATED COMPANY SUBSIDIARIES
AS OF THE RESPECTIVE DATES THEREOF AND FOR THE RESPECTIVE PERIODS COVERED
THEREBY (SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END
ADJUSTMENTS WHICH WERE NOT AND WHICH ARE NOT EXPECTED TO BE, INDIVIDUALLY OR IN
THE AGGREGATE, MATERIAL TO THE COMPANY AND ITS CONSOLIDATED COMPANY SUBSIDIARIES
TAKEN AS A WHOLE).
(C)
THE COMPANY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE
APPLICABLE LISTING AND CORPORATE GOVERNANCE RULES AND REGULATIONS OF THE NASDAQ
STOCK MARKET, LLC (THE "NASDAQ STOCK MARKET").
5
(D)
THE COMPANY MAINTAINS DISCLOSURE CONTROLS AND PROCEDURES REQUIRED
BY RULE 13A-15 OR 15D-15 UNDER THE EXCHANGE ACT.
SUCH DISCLOSURE CONTROLS AND
PROCEDURES ARE DESIGNED TO ENSURE THAT INFORMATION REQUIRED TO BE DISCLOSED BY
THE COMPANY IS RECORDED AND REPORTED ON A TIMELY BASIS TO THE INDIVIDUALS
RESPONSIBLE FOR THE PREPARATION OF THE COMPANY'S FILINGS WITH THE SEC AND OTHER
PUBLIC DISCLOSURE DOCUMENTS.
THE COMPANY MAINTAINS INTERNAL CONTROL OVER
FINANCIAL REPORTING (AS DEFINED IN RULE 13A-15 OR 15D-15, AS APPLICABLE, UNDER
THE EXCHANGE ACT).
SUCH INTERNAL CONTROL OVER FINANCIAL REPORTING IS DESIGNED
TO PROVIDE REASONABLE ASSURANCE REGARDING THE RELIABILITY OF FINANCIAL REPORTING
AND THE PREPARATION OF FINANCIAL STATEMENTS FOR EXTERNAL PURPOSES IN ACCORDANCE
WITH GAAP AND INCLUDES POLICIES AND PROCEDURES THAT (I) PERTAIN TO THE
MAINTENANCE OF RECORDS THAT IN REASONABLE DETAIL ACCURATELY AND FAIRLY REFLECT
THE TRANSACTIONS AND DISPOSITIONS OF THE ASSETS OF THE COMPANY, (II) PROVIDE
REASONABLE ASSURANCE THAT TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT
PREPARATION OF FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP, AND THAT RECEIPTS
AND EXPENDITURES OF THE COMPANY ARE BEING MADE ONLY IN ACCORDANCE WITH
AUTHORIZATIONS OF MANAGEMENT AND DIRECTORS OF THE COMPANY, AND (III) PROVIDE
REASONABLE ASSURANCE REGARDING PREVENTION OR TIMELY DETECTION OF UNAUTHORIZED
ACQUISITION, USE OR DISPOSITION OF THE COMPANY'S ASSETS THAT COULD HAVE A
MATERIAL EFFECT ON ITS FINANCIAL STATEMENTS.
(E)
THE COMPANY HAS DISCLOSED, BASED ON THE MOST RECENT EVALUATION OF
ITS CHIEF EXECUTIVE OFFICER AND ITS CHIEF FINANCIAL OFFICER PRIOR TO THE DATE
HEREOF, TO THE COMPANY'S AUDITORS AND THE AUDIT COMMITTEE OF THE COMPANY BOARD
(A) ANY SIGNIFICANT DEFICIENCIES AND MATERIAL WEAKNESSES IN THE DESIGN OR
OPERATION OF ITS INTERNAL CONTROL OVER FINANCIAL REPORTING THAT ARE REASONABLY
LIKELY TO ADVERSELY AFFECT THE COMPANY'S ABILITY TO RECORD, PROCESS, SUMMARIZE
AND REPORT FINANCIAL INFORMATION AND HAS IDENTIFIED FOR THE COMPANY'S AUDITORS
AND AUDIT COMMITTEE OF THE COMPANY BOARD ANY MATERIAL WEAKNESSES IN INTERNAL
CONTROL OVER FINANCIAL REPORTING AND (B) ANY FRAUD, WHETHER OR NOT MATERIAL,
THAT INVOLVES MANAGEMENT OR OTHER EMPLOYEES WHO HAVE A