THE COMPANY IS NOT
AWARE OF ANY EVENT OCCURRING ON OR PRIOR TO THE CLOSING DATE (OTHER THAN THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS) THAT REQUIRES THE FILING
OF A FORM 8-K AFTER THE CLOSING. AS OF THEIR RESPECTIVE DATES, OR TO THE EXTENT
CORRECTED BY A SUBSEQUENT RESTATEMENT, THE SEC REPORTS COMPLIED IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT AND
THE RULES AND REGULATIONS OF THE COMMISSION PROMULGATED THEREUNDER, AND NONE OF
THE SEC REPORTS, WHEN FILED, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY
IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING.
(I)
FINANCIAL STATEMENTS.
THE FINANCIAL STATEMENTS OF THE
COMPANY INCLUDED IN THE SEC REPORTS COMPLY IN ALL MATERIAL RESPECTS WITH
APPLICABLE ACCOUNTING REQUIREMENTS AND THE RULES AND REGULATIONS OF THE
COMMISSION WITH RESPECT THERETO AS IN EFFECT AT THE TIME OF FILING (OR TO THE
EXTENT CORRECTED BY A SUBSEQUENT RESTATEMENT). SUCH FINANCIAL STATEMENTS HAVE
BEEN PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS DURING THE
PERIODS INVOLVED, EXCEPT AS MAY BE OTHERWISE SPECIFIED IN SUCH FINANCIAL
STATEMENTS OR THE NOTES THERETO AND EXCEPT THAT UNAUDITED FINANCIAL STATEMENTS
MAY NOT CONTAIN ALL FOOTNOTES REQUIRED BY GAAP, AND FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES TAKEN AS A WHOLE 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. ALL MATERIAL
AGREEMENTS TO WHICH THE COMPANY OR ANY SUBSIDIARY IS A PARTY OR TO WHICH THE
PROPERTY OR ASSETS OF THE COMPANY OR ANY SUBSIDIARY ARE SUBJECT ARE INCLUDED AS
PART OF OR SPECIFICALLY IDENTIFIED IN THE SEC REPORTS.
(J)
TAX MATTERS. EACH OF THE COMPANY AND ITS SUBSIDIARIES (I) HAS
ACCURATELY AND TIMELY PREPARED AND FILED ALL FOREIGN, FEDERAL AND STATE INCOME
AND ALL OTHER TAX RETURNS, REPORTS AND DECLARATIONS REQUIRED BY ANY JURISDICTION
TO WHICH IT IS SUBJECT, (II) HAS PAID ALL TAXES AND OTHER GOVERNMENTAL
ASSESSMENTS AND CHARGES THAT ARE MATERIAL IN AMOUNT, SHOWN OR DETERMINED TO BE
DUE ON SUCH RETURNS, REPORTS AND DECLARATIONS, EXCEPT THOSE BEING CONTESTED IN
GOOD FAITH, WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN SET ASIDE ON THE
BOOKS OF THE COMPANY AND (III) HAS SET ASIDE ON ITS BOOKS PROVISIONS REASONABLY
ADEQUATE FOR THE PAYMENT OF ALL TAXES FOR PERIODS SUBSEQUENT TO THE PERIODS TO
WHICH SUCH RETURNS, REPORTS OR DECLARATIONS APPLY, EXCEPT, IN THE CASE OF
CLAUSES (I) AND (II) ABOVE, WHERE THE FAILURE TO SO PAY OR FILE ANY SUCH TAX,
ASSESSMENT, CHARGE OR RETURN WOULD NOT RESULT IN A MATERIAL ADVERSE EFFECT.
THERE ARE NO UNPAID TAXES IN ANY MATERIAL AMOUNT CLAIMED TO BE DUE FROM THE
COMPANY OR ANY OF ITS SUBSIDIARIES BY THE TAXING AUTHORITY