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 NOT
INCLUDE FOOTNOTES, YEAR END ADJUSTMENTS 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 THE
DATES THEREOF AND THE CONSOLIDATED RESULTS OF THEIR OPERATIONS AND CASH FLOWS
FOR THE PERIODS THEN ENDED (SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO
NORMAL YEAR-END AUDIT ADJUSTMENTS).
EXCEPT AS SET FORTH IN THE FINANCIAL
STATEMENTS OF THE COMPANY INCLUDED IN THE SEC DOCUMENTS, THE COMPANY HAS NO
LIABILITIES, CONTINGENT OR OTHERWISE, OTHER THAN (I) LIABILITIES INCURRED IN THE
ORDINARY COURSE OF BUSINESS SUBSEQUENT TO DECEMBER 31, 2006, AND
(II) OBLIGATIONS UNDER CONTRACTS AND COMMITMENTS INCURRED IN THE ORDINARY COURSE
OF BUSINESS AND NOT REQUIRED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO
BE REFLECTED IN SUCH FINANCIAL STATEMENTS, WHICH, INDIVIDUALLY OR TAKEN IN THE
AGGREGATE WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
C.
THE COMPANY HAS ESTABLISHED AND MAINTAINS DISCLOSURE CONTROLS AND
PROCEDURES (AS SUCH TERM IS DEFINED IN RULE 13A-15(E) UNDER THE 1934 ACT).
SUCH
DISCLOSURE CONTROLS AND PROCEDURES:
(A) ARE DESIGNED TO ENSURE THAT MATERIAL
INFORMATION RELATING TO THE COMPANY AND ITS SUBSIDIARIES IS MADE KNOWN TO THE
COMPANY'S CHIEF EXECUTIVE OFFICER, PRESIDENT, CHIEF OPERATING OFFICER AND ITS
CHIEF FINANCIAL OFFICER BY OTHERS WITHIN THOSE ENTITIES, PARTICULARLY DURING THE
PERIODS IN WHICH THE COMPANY'S REPORTS AND FILINGS UNDER THE 1934 ACT ARE BEING
PREPARED, (B) HAVE BEEN EVALUATED FOR EFFECTIVENESS AS OF THE END OF THE MOST
RECENT ANNUAL PERIOD REPORTED TO THE SEC, AND (C) ARE EFFECTIVE TO PERFORM THE
FUNCTIONS FOR WHICH THEY WERE ESTABLISHED.
EXCEPT AS SET FORTH ON SCHEDULE 4.5,
NEITHER THE AUDITORS OF THE COMPANY NOR THE BOARD OF DIRECTORS OF THE COMPANY
HAS BEEN ADVISED OF: (X) ANY SIGNIFICANT DEFICIENCIES OR MATERIAL WEAKNESSES IN
THE DESIGN OR OPERATION OF THE INTERNAL CONTROLS OVER FINANCIAL REPORTING (AS
SUCH
8
TERM IS DEFINED IN RULE 13A-15(F) UNDER THE 1934 ACT) OF THE COMPANY THAT HAVE
MATERIALLY AFFECTED THE COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING; OR
(Y) ANY FRAUD, WHETHER OR NOT MATERIAL, THAT INVOLVES MANAGEMENT OR OTHER
EMPLOYEES WHO HAVE A ROLE IN THE INTERNAL CONTROLS OVER FINANCIAL REPORTING OF
THE COMPANY.
4.6
ABSENCE OF CERTAIN CHANGES.
EXCEPT WITH RESPECT TO THE
ACQUISITION, TRANSACTIONS DISCLOSED IN THE SEC DOCUMENTS, AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND BY EACH OF THE OTHER TRANSACTION DOCUMENTS, SINCE
DECEMBER 31, 2006, (I) THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS CONDUCTED
ITS BUSINESS ONLY IN THE ORDINARY COURSE, CONSISTENT WITH PAST PRACTICE, AND
SINCE THAT DATE, NO CHANGES HAVE OCCURRED WHICH WOULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT; AND (II) THE COMPANY HAS NOT INCURRED ANY
LIABILITIES (CONTINGENT OR OTHERWISE) OTHER THAN (A) TRADE PAYABLES, ACCRUED
EXPENSES AND OTHER LIABILITIES INCURRED IN THE ORDINARY COURSE