OF THE COMPANY INCLUDED IN
THE COMPANY SEC DOCUMENTS (INCLUDING ALL RELATED NOTES AND SCHEDULES, WHERE
APPLICABLE) FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL
POSITION OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES, AS AT THE RESPECTIVE
DATES THEREOF, AND THE CONSOLIDATED RESULTS OF THEIR OPERATIONS AND THEIR
CONSOLIDATED CASH FLOWS FOR THE RESPECTIVE PERIODS THEN ENDED (SUBJECT, IN THE
CASE OF THE UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND TO
ANY OTHER ADJUSTMENTS DESCRIBED THEREIN, INCLUDING THE NOTES THERETO), IN
CONFORMITY WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP")
(EXCEPT, IN THE CASE OF THE UNAUDITED STATEMENTS, AS PERMITTED BY THE SEC)
APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED (EXCEPT AS MAY BE
INDICATED THEREIN OR IN THE NOTES THERETO), AND COMPLY AS TO FORM WITH
APPLICABLE ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF
THE SEC WITH RESPECT THERETO.
SINCE DECEMBER 25, 2005, THERE HAS BEEN NO
MATERIAL CHANGE IN THE COMPANY'S ACCOUNTING METHODS OR PRINCIPLES THAT WOULD BE
REQUIRED TO BE DISCLOSED IN THE COMPANY'S FINANCIAL STATEMENTS IN ACCORDANCE
WITH GAAP, EXCEPT AS DESCRIBED IN THE NOTES TO SUCH COMPANY FINANCIAL
STATEMENTS.
(C)
TO THE KNOWLEDGE OF THE COMPANY, THERE IS NO APPLICABLE ACCOUNTING
RULE, CONSENSUS OR PRONOUNCEMENT THAT, AS OF THE DATE OF THIS AGREEMENT, HAS
BEEN ADOPTED BY THE SEC, THE FINANCIAL ACCOUNTING STANDARDS BOARD OR THE
EMERGING ISSUES TASK FORCE THAT IS NOT IN EFFECT AS OF THE DATE OF THIS
AGREEMENT BUT THAT, IF IMPLEMENTED, COULD REASONABLY BE EXPECTED TO HAVE A
COMPANY MATERIAL ADVERSE EFFECT.
13
SECTION 3.5
INTERNAL CONTROLS AND PROCEDURES.
THE COMPANY HAS
ESTABLISHED AND MAINTAINS DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL
CONTROL OVER FINANCIAL REPORTING (AS SUCH TERMS ARE DEFINED IN PARAGRAPHS (E)
AND (F), RESPECTIVELY, OF RULE 13A-15 UNDER THE EXCHANGE ACT) AS REQUIRED BY
RULE 13A-15 UNDER THE EXCHANGE ACT.
THE COMPANY'S DISCLOSURE CONTROLS AND
PROCEDURES ARE REASONABLY DESIGNED TO ENSURE THAT ALL MATERIAL INFORMATION
REQUIRED TO BE DISCLOSED BY THE COMPANY IN THE REPORTS THAT IT FILES OR
FURNISHES UNDER THE EXCHANGE ACT IS RECORDED, PROCESSED, SUMMARIZED AND REPORTED
WITHIN THE TIME PERIODS SPECIFIED IN THE RULES AND FORMS OF THE SEC, AND THAT
ALL SUCH MATERIAL INFORMATION IS ACCUMULATED AND COMMUNICATED TO THE COMPANY'S
MANAGEMENT AS APPROPRIATE TO ALLOW TIMELY DECISIONS REGARDING REQUIRED
DISCLOSURE AND TO MAKE THE CERTIFICATIONS REQUIRED PURSUANT TO SECTIONS 302 AND
906 OF THE SARBANES-OXLEY ACT OF 2002 (THE "SARBANES-OXLEY ACT").
THE COMPANY'S
MANAGEMENT HAS COMPLETED AN ASSESSMENT OF THE EFFECTIVENESS OF THE COMPANY'S
INTERNAL CONTROL OVER FINANCIAL REPORTING IN COMPLIANCE WITH THE REQUIREMENTS OF
SECTION 404 OF THE SARBANES-OXLEY ACT FOR THE YEAR ENDED DECEMBER 31, 2006, AND
SUCH ASSESSMENT CONCLUDED THAT SUCH CONTROLS WERE EFFECTIVE.
SECTION 3.6
NO UNDISCLOSED LIABILITIES.
EXCEPT (A) AS REFLECTED OR
RESERVED AGAINST IN THE COMPANY'S MOST RECENT CONSOLIDATED BALANCE SHEET (OR THE
NOTES THERETO) INCLUDED IN THE COMPANY SEC DOCUMENTS, (B) AS EXPRESSLY PERMITTED
OR CONTEMPLATED BY THIS AGREEMENT, (C) FOR LIABILITIES AND OBLIGATIONS INCURRED
IN THE ORDINARY