OR OBLIGATIONS OF ANY NATURE (ABSOLUTE,
ACCRUED, CONTINGENT OR OTHERWISE) THAT ARE NOT PROPERLY REFLECTED OR RESERVED
AGAINST IN THE COMPANY FINANCIAL STATEMENTS TO THE EXTENT REQUIRED TO BE SO
REFLECTED OR RESERVED AGAINST IN ACCORDANCE WITH GAAP, EXCEPT FOR
(1) LIABILITIES THAT HAVE ARISEN SINCE DECEMBER 31, 2008 IN THE ORDINARY COURSE
OF BUSINESS, (2) CONTRACTUAL LIABILITIES UNDER AGREEMENTS ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS OR THAT ARE DISCLOSED IN THE COMPANY SEC DOCUMENTS,
AND (3) LIABILITIES THAT HAVE NOT HAD AND WOULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
(I)
COMPANY SIGNIFICANT AGREEMENTS.
THE COMPANY HAS MADE AVAILABLE
TO SUCH INVESTOR TRUE, CORRECT AND COMPLETE COPIES OF ALL COMPANY SIGNIFICANT
AGREEMENTS TO WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR
SUBJECT.
EACH OF THE COMPANY SIGNIFICANT AGREEMENTS IS VALID AND BINDING ON THE
COMPANY AND ITS SUBSIDIARIES, AS APPLICABLE, AND IN FULL FORCE AND EFFECT.
THE
COMPANY AND EACH OF ITS SUBSIDIARIES, AS APPLICABLE, ARE IN COMPLIANCE WITH AND
HAVE PERFORMED ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY THEM TO DATE UNDER
EACH COMPANY SIGNIFICANT AGREEMENT, EXCEPT AS, INDIVIDUALLY OR IN THE AGGREGATE,
HAVE NOT HAD OR WOULD REASONABLY NOT BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
AS OF THE DATE HEREOF, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
HAS RECEIVED WRITTEN NOTICE OF ANY MATERIAL VIOLATION OR DEFAULT (OR ANY
CONDITION WHICH WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE WOULD CAUSE
SUCH A VIOLATION OF OR A DEFAULT) BY ANY PARTY UNDER ANY COMPANY SIGNIFICANT
AGREEMENT.
9
(J)
CONTROLS AND PROCEDURES.
(I)
THE COMPANY HAS IMPLEMENTED AND MAINTAINS DISCLOSURE CONTROLS
AND PROCEDURES (AS DEFINED IN RULE 13A-15(E) OF THE EXCHANGE ACT) TO ENSURE THAT
MATERIAL INFORMATION RELATING TO THE COMPANY, INCLUDING ITS SUBSIDIARIES, IS
MADE KNOWN TO THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER OF THE
COMPANY BY OTHERS WITHIN THOSE ENTITIES.
THE COMPANY MAINTAINS INTERNAL CONTROL
OVER FINANCIAL REPORTING (AS DEFINED IN RULE 13A-15 OF THE EXCHANGE ACT) THAT IS
EFFECTIVE IN PROVIDING REASONABLE ASSURANCE REGARDING THE RELIABILITY OF
FINANCIAL REPORTING AND THE PREPARATION OF FINANCIAL STATEMENTS FOR EXTERNAL
PURPOSES IN ACCORDANCE WITH GAAP AND INCLUDES POLICIES AND PROCEDURES THAT
(A) PERTAIN TO THE MAINTENANCE OF RECORDS THAT IN REASONABLE DETAIL ACCURATELY
AND FAIRLY REFLECT THE TRANSACTIONS AND DISPOSITIONS OF THE ASSET OF THE
COMPANY, (B) PROVIDE REASONABLE ASSURANCE THAT TRANSACTIONS ARE RECORDED AS
NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP,
AND THAT RECEIPTS AND EXPENDITURES OF THE COMPANY ARE BEING MADE ONLY IN
ACCORDANCE WITH AUTHORIZATIONS OF MANAGEMENT AND DIRECTORS OF THE COMPANY, AND
(C) PROVIDE REASONABLE ASSURANCE REGARDING PREVENTION OR TIMELY DETECTION OF
UNAUTHORIZED ACQUISITION, USE OR DISPOSITION OF THE COMPANY'S ASSETS THAT COULD
HAVE A MATERIAL EFFECT ON ITS FINANCIAL STATEMENTS.
THE COMPANY HAS DISCLOSED,
BASED ON ITS MOST RECENT EVALUATION PRIOR TO THE DATE HEREOF, TO THE COMPANY'S
OUTSIDE AUDITORS AND THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS (X) ANY