THE
PROPERTY OR ASSETS OF THE COMPANY OR ANY SUBSIDIARY IS SUBJECT.
NO CONSENT,
APPROVAL, AUTHORIZATION OR OTHER ORDER OF, OR REGISTRATION, QUALIFICATION OR
FILING WITH, ANY REGULATORY BODY, ADMINISTRATIVE AGENCY, SELF-REGULATORY
ORGANIZATION, STOCK EXCHANGE OR MARKET, OR OTHER GOVERNMENTAL BODY IN THE UNITED
STATES IS REQUIRED FOR THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
VALID ISSUANCE AND SALE SHARES, OTHER THAN SUCH AS HAVE BEEN MADE OR OBTAINED,
AND EXCEPT FOR ANY SECURITIES FILINGS REQUIRED TO BE MADE UNDER FEDERAL OR STATE
SECURITIES LAWS.
(F)
SEC DOCUMENTS FILINGS.
(I)
SINCE JANUARY 1, 2007, THE COMPANY AND ITS SUBSIDIARIES HAVE
FILED ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO
BE FILED BY IT WITH THE SEC PURSUANT TO THE REPORTING REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "1934 ACT") (COLLECTIVELY, THE
"SEC DOCUMENTS").
AS OF THEIR RESPECTIVE DATES, THE SEC DOCUMENTS COMPLIED IN
ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE 1934 ACT AND THE RULES AND
REGULATIONS OF THE SEC PROMULGATED THEREUNDER APPLICABLE TO THE SEC DOCUMENTS,
AND NONE OF THE SEC DOCUMENTS, AT THE TIME THEY WERE FILED WITH THE SEC,
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.
(II)
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 IDENTIFIED IN THE SEC DOCUMENTS, TO THE
EXTENT SUCH AGREEMENTS ARE REQUIRED TO BE INCLUDED OR IDENTIFIED PURSUANT TO THE
RULES AND REGULATIONS OF THE SEC.
(III)
THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC
DOCUMENTS COMPLY IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING
REQUIREMENTS AND THE RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO AS IN
EFFECT AT THE TIME OF FILING (OR, IF AMENDED OR SUPERSEDED BY A FILING PRIOR TO
THE CLOSING DATE, THEN ON THE
5
DATE OF SUCH FILING).
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED
ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED ("GAAP"), EXCEPT AS MAY BE
OTHERWISE SPECIFIED IN SUCH FINANCIAL STATEMENTS, THE NOTES THERETO AND EXCEPT
THAT UNAUDITED FINANCIAL STATEMENTS MAY NOT CONTAIN ALL FOOTNOTES REQUIRED BY
GAAP OR MAY BE CONDENSED OR SUMMARY STATEMENTS, AND FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND ITS
CONSOLIDATED SUBSIDIARIES 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.
(G)
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS DISCLOSED IN THE SEC
DOCUMENTS FILED AT LEAST THIRTY (30) DAYS PRIOR TO THE DATE HEREOF, SINCE 31
DECEMBER 2007 THERE HAS BEEN NO ADVERSE CHANGE OR ADVERSE DEVELOPMENT