OF
THE COMPANY INCLUDED IN THE SEC DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL
RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND
REGULATIONS OF THE SEC WITH RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE
BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,
CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY BE
OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, OR (II)
IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY EXCLUDE
FOOTNOTES OR MAY BE CONDENSED OR SUMMARY STATEMENTS) AND FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY AS OF THE DATES THEREOF
AND THE RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED
(SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT
ADJUSTMENTS).
NO OTHER INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY TO
THE BUYERS WHICH IS NOT INCLUDED IN THE SEC DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, INFORMATION REFERRED TO IN SECTION 2(D) OF THIS
9
Agreement, contains any untrue statement of a material fact or omits to state
any material fact necessary in order to make the statements therein, in the
light of the circumstance under which they are or were made and, taken together
with the information set forth in the SEC Documents, not misleading.
(L)
ABSENCE OF CERTAIN CHANGES.
SINCE THE DATE OF THE MOST RECENT QUARTERLY
REPORT ON FORM 10-Q, EXCEPT AS SPECIFICALLY DISCLOSED IN THE SEC DOCUMENTS FILED
NOT LATER THAN 10 DAYS PRIOR TO THE DATE HEREOF, THERE HAS BEEN NO MATERIAL
ADVERSE CHANGE AND NO MATERIAL ADVERSE DEVELOPMENT IN THE BUSINESS, PROPERTIES,
OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE) OR RESULTS OF OPERATIONS OF THE
COMPANY OR ITS SUBSIDIARIES.
SINCE THE DATE OF THE MOST RECENT QUARTERLY REPORT
ON FORM 10-Q AND EXCEPT AS SPECIFICALLY DISCLOSED IN THE SEC DOCUMENTS FILED NOT
LATER THAN 10 DAYS PRIOR TO THE DATE HEREOF, THE COMPANY HAS NOT (I) DECLARED OR
PAID ANY DIVIDENDS, (II) SOLD ANY ASSETS, INDIVIDUALLY OR IN THE AGGREGATE, IN
EXCESS OF $1,000,000 OUTSIDE OF THE ORDINARY COURSE OF BUSINESS OR (III) HAD
CAPITAL EXPENDITURES, INDIVIDUALLY OR IN THE AGGREGATE, IN EXCESS OF
$1,000,000.
THE COMPANY HAS NOT TAKEN ANY STEPS TO SEEK PROTECTION PURSUANT TO
ANY BANKRUPTCY LAW NOR DOES THE COMPANY HAVE ANY KNOWLEDGE OR REASON TO BELIEVE
THAT ITS CREDITORS INTEND TO INITIATE INVOLUNTARY BANKRUPTCY PROCEEDINGS OR ANY
ACTUAL KNOWLEDGE OF ANY FACT WHICH WOULD REASONABLY LEAD A CREDITOR TO DO SO.
THE COMPANY IS NOT AS OF THE DATE HEREOF, AND AFTER GIVING EFFECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY TO OCCUR AT THE CLOSING, WILL NOT BE INSOLVENT
(AS DEFINED BELOW).
FOR PURPOSES OF THIS SECTION 3(L), "INSOLVENT" MEANS (I)
THE PRESENT FAIR SALEABLE VALUE OF THE COMPANY'S ASSETS IS LESS THAN THE AMOUNT
REQUIRED TO PAY THE COMPANY'S TOTAL INDEBTEDNESS, CONTINGENT OR OTHERWISE, (II)
THE COMPANY IS UNABLE TO PAY ITS DEBTS AND LIABILITIES, SUBORDINATED, CONTINGENT
OR OTHERWISE, AS SUCH DEBTS AND LIABILITIES BECOME ABSOLUTE AND MATURED