PART OF OR SPECIFICALLY
IDENTIFIED IN THE SEC REPORTS.
(H)
MATERIAL CHANGES.
SINCE THE DATE OF THE LATEST AUDITED
FINANCIAL STATEMENTS INCLUDED WITHIN THE SEC REPORTS, EXCEPT AS SPECIFICALLY
DISCLOSED IN THE SEC REPORTS OR IN SCHEDULE 3.1(H), (I) THERE HAS BEEN NO EVENT,
OCCURRENCE OR DEVELOPMENT THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAS HAD OR
THAT COULD RESULT IN A MATERIAL ADVERSE EFFECT, (II) THE COMPANY HAS NOT
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 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 OR THE IDENTITY OF ITS AUDITORS, EXCEPT AS DISCLOSED IN ITS SEC
REPORTS, (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-BASED PLANS.
(I)
ABSENCE OF LITIGATION.
EXCEPT FOR THE NASDAQ REVIEW
DESCRIBED IN SECTION 3.1(O), THERE IS NO ACTION, SUIT, CLAIM, PROCEEDING,
INQUIRY OR INVESTIGATION BEFORE OR BY ANY COURT, PUBLIC BOARD, GOVERNMENT
AGENCY, SELF-REGULATORY ORGANIZATION OR BODY PENDING OR, TO THE KNOWLEDGE OF THE
COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY OR ANY OF ITS SUBSIDIARIES
THAT COULD, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
8
(J)
COMPLIANCE.
NEITHER THE COMPANY NOR ANY SUBSIDIARY (I)
IS IN DEFAULT UNDER OR IN VIOLATION OF (AND NO EVENT HAS OCCURRED THAT HAS NOT
BEEN WAIVED THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD RESULT IN A
DEFAULT BY THE COMPANY OR ANY SUBSIDIARY UNDER), NOR HAS THE COMPANY OR ANY
SUBSIDIARY RECEIVED NOTICE OF A CLAIM THAT IT IS IN DEFAULT UNDER OR THAT IT IS
IN VIOLATION OF, ANY INDENTURE, LOAN OR CREDIT AGREEMENT OR ANY OTHER AGREEMENT
OR INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES IS
BOUND (WHETHER OR NOT SUCH DEFAULT OR VIOLATION HAS BEEN WAIVED), (II) IS IN
VIOLATION OF ANY ORDER OF ANY COURT, ARBITRATOR OR GOVERNMENTAL BODY, OR (III)
IS OR HAS BEEN IN VIOLATION OF ANY STATUTE, RULE OR REGULATION OF ANY
GOVERNMENTAL AUTHORITY, INCLUDING WITHOUT LIMITATION ALL FOREIGN, FEDERAL, STATE
AND LOCAL LAWS RELATING TO TAXES, ENVIRONMENTAL PROTECTION, OCCUPATIONAL HEALTH
AND SAFETY, PRODUCT QUALITY AND SAFETY AND EMPLOYMENT AND LABOR MATTERS, EXCEPT
IN EACH CASE AS COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE OR RESULT IN A
MATERIAL ADVERSE EFFECT.
(K)
TITLE TO ASSETS. THE COMPANY AND THE SUBSIDIARIES HAVE
GOOD
TITLE IN FEE SIMPLE TO ALL REAL PROPERTY OWNED BY THEM THAT IS MATERIAL TO
THE BUSINESS OF THE COMPANY AND THE SUBSIDIARIES AND