YEAR-END AUDIT ADJUSTMENTS.
SECTION 4.9
MATERIAL CHANGES; UNDISCLOSED EVENTS, LIABILITIES OR DEVELOPMENTS.
SINCE THE DATE OF THE LATEST AUDITED FINANCIAL STATEMENTS INCLUDED WITHIN THE
SEC REPORTS, EXCEPT AS SPECIFICALLY DISCLOSED IN A SUBSEQUENT SEC REPORT FILED
PRIOR TO THE DATE HEREOF, (I) THERE HAS BEEN NO EVENT, OCCURRENCE OR DEVELOPMENT
THAT HAS HAD OR THAT COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT, (II) THE COMPANY HAS NOT INCURRED ANY LIABILITIES (CONTINGENT OR
OTHERWISE) OTHER THAN (A) INCREASING ITS REVOLVING LINE OF CREDIT WITH LASALLE
BANK N.A. TO A TOTAL OF $25,000,000, (B) TRADE PAYABLES AND ACCRUED EXPENSES
INCURRED IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE AND
(C) LIABILITIES NOT REQUIRED TO BE REFLECTED IN THE
11
COMPANY'S FINANCIAL STATEMENTS PURSUANT TO GAAP OR DISCLOSED IN FILINGS MADE
WITH THE SEC, (III) THE COMPANY HAS NOT ALTERED ITS METHOD OF ACCOUNTING,
(IV) THE COMPANY HAS NOT DECLARED OR MADE ANY DIVIDEND OR DISTRIBUTION OF CASH
OR OTHER PROPERTY TO ITS SHAREHOLDERS 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, DIRECTOR OR
AFFILIATE, EXCEPT PURSUANT TO EXISTING COMPANY STOCK OPTION PLANS.
THE COMPANY
DOES NOT HAVE PENDING BEFORE THE SEC ANY REQUEST FOR CONFIDENTIAL TREATMENT OF
INFORMATION.
EXCEPT FOR THE ISSUANCE OF THE PURCHASED SECURITIES CONTEMPLATED
BY THIS AGREEMENT OR AS SET FORTH ON SCHEDULE 4.9, NO EVENT, LIABILITY OR
DEVELOPMENT HAS OCCURRED OR EXISTS WITH RESPECT TO THE COMPANY OR ITS
SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS, PROPERTIES, OPERATIONS OR FINANCIAL
CONDITION, THAT WOULD BE REQUIRED TO BE DISCLOSED BY THE COMPANY UNDER
APPLICABLE SECURITIES LAWS AT THE TIME THIS REPRESENTATION IS MADE OR DEEMED
MADE THAT HAS NOT BEEN PUBLICLY DISCLOSED AT LEAST 1 TRADING DAY PRIOR TO THE
DATE THAT THIS REPRESENTATION IS MADE.
SECTION 4.10
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") WHICH (I) ADVERSELY AFFECTS OR CHALLENGES
THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE TRANSACTION DOCUMENTS OR
THE PURCHASED SECURITIES OR (II) COULD, IF THERE WERE AN UNFAVORABLE DECISION,
HAVE OR REASONABLY BE EXPECTED TO 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 WHICH HAS RESULTED IN A FINAL JUDGMENT 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 SEC
INVOLVING THE COMPANY OR ANY CURRENT OR FORMER DIRECTOR OR OFFICER OF THE