PURCHASE SHARES) WILL NOT
(I) RESULT IN A VIOLATION OF THE COMPANY'S CERTIFICATE OF INCORPORATION OR
BYLAWS (EACH AS AMENDED TO DATE), (II) CONFLICT WITH, OR CONSTITUTE A DEFAULT
(OR AN EVENT WHICH WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A DEFAULT)
UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION OR
CANCELLATION OF, ANY AGREEMENT, INDENTURE OR INSTRUMENT TO WHICH THE COMPANY OR
ANY SUBSIDIARY IS A PARTY, OR (III) SUBJECT TO THE CONSENTS SET FORTH IN
SECTION 3.5, RESULT IN A VIOLATION OF ANY LEGAL REQUIREMENT APPLICABLE TO THE
COMPANY OR BY WHICH ANY PROPERTY OR ASSET OF THE COMPANY OR ANY SUBSIDIARY IS
BOUND OR AFFECTED, EXCEPT IN THE CASE OF CLAUSES (II) AND (III) ABOVE, FOR SUCH
CONFLICTS, DEFAULTS, RIGHTS OR VIOLATIONS WHICH WOULD NOT REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE EFFECT ON THE COMPANY.
3.4
SEC Filings; Financial Statements; Internal Controls.
(A)
SEC FILINGS.
AS OF THE DATE HEREOF, THE COMPANY HAS FILED ALL
REQUIRED REGISTRATION STATEMENTS, PROSPECTUSES, REPORTS, SCHEDULES, FORMS,
STATEMENTS AND OTHER DOCUMENTS (INCLUDING EXHIBITS AND ALL OTHER INFORMATION
INCORPORATED BY REFERENCE) REQUIRED TO BE FILED BY IT WITH THE SEC SINCE
DECEMBER 31, 2007.
ALL SUCH REGISTRATION STATEMENTS, PROSPECTUSES, REPORTS,
SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS IN THE FORM FILED WITH THE SEC
HAVE BEEN MADE AVAILABLE TO THE PURCHASERS OR ARE PUBLICLY AVAILABLE IN THE
INTERACTIVE DATA ELECTRONIC APPLICATIONS DATABASE OF THE SEC.
ALL SUCH REQUIRED
REGISTRATION STATEMENTS, PROSPECTUSES, REPORTS, SCHEDULES, FORMS, STATEMENTS AND
OTHER DOCUMENTS, AS AMENDED, ARE REFERRED TO HEREIN AS THE "COMPANY SEC
REPORTS."
AS OF THEIR RESPECTIVE DATES (OR IF SUBSEQUENTLY AMENDED OR
SUPPLEMENTED, ON THE DATE OF
8
SUCH AMENDMENT OR SUPPLEMENT), THE COMPANY SEC REPORTS (I) WERE PREPARED IN
ACCORDANCE AND COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE
SECURITIES ACT OR THE EXCHANGE ACT, AS THE CASE MAY BE, AND THE RULES AND
REGULATIONS OF THE SEC THEREUNDER APPLICABLE TO SUCH COMPANY SEC REPORTS, AND
(II) DID NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
NONE OF THE COMPANY'S SUBSIDIARIES IS REQUIRED TO FILE
ANY FORMS, REPORTS OR OTHER DOCUMENTS WITH THE SEC.
NO EXECUTIVE OFFICER OF THE
COMPANY HAS FAILED TO MAKE THE CERTIFICATIONS REQUIRED OF HIM OR HER UNDER
SECTION 302 OR 906 OF THE SARBANES-OXLEY ACT OF 2002, AS AMENDED, AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER, WITH RESPECT TO ANY COMPANY SEC
REPORT, EXCEPT AS DISCLOSED IN CERTIFICATIONS FILED WITH THE COMPANY SEC
REPORTS.
NEITHER THE COMPANY NOR ANY OF ITS EXECUTIVE OFFICERS HAS RECEIVED
NOTICE FROM ANY GOVERNMENTAL ENTITY CHALLENGING OR QUESTIONING THE ACCURACY,
COMPLETENESS, FORM OR MANNER OF FILING OF SUCH CERTIFICATIONS.
(B)
FINANCIAL STATEMENTS.
EACH OF THE CONSOLIDATED FINANCIAL
STATEMENTS (INCLUDING, IN EACH CASE, ANY RELATED NOTES THERETO) CONTAINED IN THE