ADJUSTMENTS.
(J)
TAX MATTERS. THE COMPANY (I) HAS 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 HAVE A MATERIAL
ADVERSE EFFECT.
(K)
MATERIAL CHANGES. SINCE THE DATE OF THE LATEST FINANCIAL
STATEMENTS INCLUDED WITHIN THE SEC REPORTS, EXCEPT AS SPECIFICALLY DISCLOSED IN
THE SEC REPORTS OR AS SET FORTH IN SCHEDULE 3.1(K) HERETO, (I) THERE HAVE BEEN
NO EVENTS, OCCURRENCES OR DEVELOPMENTS THAT HAVE HAD OR WOULD REASONABLY BE
EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE
EFFECT, (II) THE COMPANY HAS NOT
12
INCURRED ANY MATERIAL LIABILITIES (CONTINGENT OR OTHERWISE) OTHER THAN (A) TRADE
PAYABLES, ACCRUED EXPENSES AND OTHER LIABILITIES INCURRED IN THE ORDINARY COURSE
OF BUSINESS CONSISTENT WITH PAST PRACTICE AND (B) LIABILITIES NOT REQUIRED TO BE
REFLECTED IN THE COMPANY'S FINANCIAL STATEMENTS PURSUANT TO GAAP OR REQUIRED TO
BE DISCLOSED IN FILINGS MADE WITH THE COMMISSION, (III) THE COMPANY HAS NOT
ALTERED MATERIALLY ITS METHOD OF ACCOUNTING OR THE MANNER IN WHICH IT KEEPS ITS
ACCOUNTING BOOKS AND RECORDS, (IV) THE COMPANY HAS NOT DECLARED OR MADE ANY
DIVIDEND OR DISTRIBUTION OF CASH OR OTHER PROPERTY TO ITS STOCKHOLDERS OR
PURCHASED, REDEEMED OR MADE ANY AGREEMENTS TO PURCHASE OR REDEEM ANY SHARES OF
ITS CAPITAL STOCK (OTHER THAN IN CONNECTION WITH REPURCHASES OF UNVESTED STOCK
ISSUED TO EMPLOYEES OF THE COMPANY), (V) THE COMPANY HAS NOT ISSUED ANY EQUITY
SECURITIES TO ANY OFFICER, DIRECTOR OR AFFILIATE, EXCEPT COMMON STOCK ISSUED IN
THE ORDINARY COURSE AS DIVIDENDS ON OUTSTANDING PREFERRED STOCK OR ISSUED
PURSUANT TO EXISTING COMPANY STOCK OPTION OR STOCK PURCHASE PLANS OR EXECUTIVE
AND DIRECTOR CORPORATE ARRANGEMENTS DISCLOSED IN THE SEC REPORTS AND (VI) THERE
HAS NOT BEEN ANY MATERIAL CHANGE OR AMENDMENT TO, OR ANY WAIVER OF ANY MATERIAL
RIGHT BY THE COMPANY UNDER, ANY MATERIAL CONTRACT UNDER WHICH THE COMPANY OR ANY
OF ITS SUBSIDIARIES IS BOUND OR SUBJECT. EXCEPT FOR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR AS SET FORTH IN SCHEDULE 3.1(K) HERETO, NO
EVENT, LIABILITY OR DEVELOPMENT HAS OCCURRED OR EXISTS WITH RESPECT TO THE
COMPANY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS, PROPERTIES, OPERATIONS
OR FINANCIAL CONDITION THAT WOULD BE REQUIRED TO BE DISCLOSED BY THE COMPANY
UNDER APPLICABLE SECURITIES LAWS AT THE TIME THIS REPRESENTATION IS MADE