NOT CONTAIN ALL FOOTNOTES REQUIRED BY GAAP OR MAY BE CONDENSED OR
SUMMARY STATEMENTS, 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, YEAR-END AUDIT
ADJUSTMENTS.
THERE ARE NO PENDING INTERNAL INVESTIGATIONS (INCLUDING
INVESTIGATIONS BY ANY COMMITTEE OF THE BOARD OF DIRECTORS) RELATING TO ANY
ACCOUNTING OR INTERNAL CONTROLS MATTERS, INCLUDING WITHOUT LIMITATION, STOCK
OPTION PRICING AND GRANT PROCEDURES.
(I)
MATERIAL CHANGES.
SINCE DECEMBER 31, 2005, EXCEPT AS DISCLOSED
IN THE SEC REPORTS FILED SINCE DECEMBER 31, 2005 INCLUDING EXHIBITS THERETO
FILED OR INCORPORATED BY REFERENCE THEREIN (THE "RECENT REPORTS"), OR SET FORTH
IN SCHEDULE 3.1(I), (I) THERE HAS BEEN NO EVENT, OCCURRENCE OR DEVELOPMENT THAT
HAS HAD OR THAT COULD RESULT IN A MATERIAL ADVERSE EFFECT, (II) NEITHER THE
COMPANY NOR ANY SUBSIDIARY HAS 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
13
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, AND (IV) THE COMPANY HAS NOT DECLARED OR MADE ANY DIVIDEND OR
DISTRIBUTION OF CASH OR OTHER PROPERTY TO ITS STOCKHOLDERS.
(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 (FEDERAL, STATE, COUNTY, LOCAL OR
FOREIGN) (COLLECTIVELY, AN "ACTION") OTHER THAN (I) ACTIONS DESCRIBED IN THE
DISCLOSURE SCHEDULES, AND (II) ACTIONS WHICH DID NOT EXIST, AND WERE NOT KNOWN
TO THE COMPANY, AS OF THE DATE OF THIS AGREEMENT AND WHICH (I) ADVERSELY AFFECTS
OR CHALLENGES THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE TRANSACTION
DOCUMENTS OR THE SECURITIES OR (II) IF THERE WERE AN UNFAVORABLE DECISION, WOULD
RESULT IN A MATERIAL ADVERSE EFFECT.
NEITHER THE COMPANY NOR ANY SUBSIDIARY,
NOR ANY DIRECTOR OR OFFICER THEREOF, IS OR HAS BEEN THE SUBJECT OF ANY ACTION
INVOLVING A CLAIM OF VIOLATION OF OR LIABILITY UNDER FEDERAL OR STATE SECURITIES
LAWS OR A CLAIM OF BREACH OF FIDUCIARY DUTY.
THERE HAS NOT BEEN, AND TO THE
KNOWLEDGE OF THE COMPANY, THERE IS NOT PENDING OR CONTEMPLATED, ANY
INVESTIGATION BY THE COMMISSION INVOLVING THE COMPANY OR ANY CURRENT OR FORMER
DIRECTOR OR OFFICER OF THE COMPANY.
THE COMMISSION HAS NOT ISSUED ANY STOP
ORDER OR OTHER ORDER SUSPENDING THE EFFECTIVENESS OF ANY REGISTRATION STATEMENT
FILED BY THE COMPANY OR ANY SUBSIDIARY UNDER THE SECURITIES ACT.
(K)
LABOR RELATIONS.
NO MATERIAL LABOR DISPUTE EXISTS OR, TO THE
KNOWLEDGE OF THE COMPANY, IS IMMINENT WITH RESPECT TO ANY