THE CERTIFYING OFFICERS
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ABOUT THE EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND PROCEDURES BASED ON THEIR
EVALUATIONS AS OF THE EVALUATION DATE.
SINCE THE EVALUATION DATE, THERE HAVE
BEEN NO SIGNIFICANT CHANGES IN THE COMPANY GROUP'S INTERNAL CONTROLS (AS SUCH
TERM IS DEFINED IN ITEM 307(B) OF REGULATION S-K) OR, TO THE KNOWLEDGE OF THE
COMPANY, IN OTHER FACTORS THAT COULD SIGNIFICANTLY AFFECT THE COMPANY GROUP'S
INTERNAL CONTROLS.
THE COMPANY GROUP MAINTAINS AND WILL CONTINUE TO MAINTAIN A
STANDARD SYSTEM OF ACCOUNTING ESTABLISHED AND ADMINISTERED IN ACCORDANCE WITH
GAAP AND THE APPLICABLE REQUIREMENTS OF THE EXCHANGE ACT.
4.33
USE OF PROCEEDS.
THE COMPANY WILL USE THE PROCEEDS FROM THE SALE OF
THE SERIES D SHARES AND THE WARRANTS HEREUNDER SOLELY (I) TO PAY THE CLOSING
FEE, THE CRP FEE AND OTHER FEES AND EXPENSES ASSOCIATED WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE RELATED DOCUMENTS, (II) FOR PERMITTED
ACQUISITIONS AND (III) FOR WORKING CAPITAL AND GENERAL CORPORATE PURPOSES.
4.34
CUSTOMERS AND SUPPLIERS.
(A)
SCHEDULE 4.34 LISTS THE TEN LARGEST CUSTOMERS OF THE COMPANY GROUP
(ON A CONSOLIDATED BASIS) FOR EACH OF THE TWO MOST RECENT FISCAL YEARS AND SETS
FORTH OPPOSITE THE NAME OF EACH SUCH CUSTOMER THE PERCENTAGE OF CONSOLIDATED NET
SALES ATTRIBUTABLE TO SUCH CUSTOMER.
(B)
SINCE THE MOST RECENT BALANCE SHEET DATE, NO MATERIAL SUPPLIER OF
THE COMPANY GROUP HAS INDICATED THAT IT SHALL STOP, OR MATERIALLY DECREASE THE
RATE OF, SUPPLYING MATERIALS, PRODUCTS OR SERVICES TO THE COMPANY GROUP, AND NO
CUSTOMER LISTED ON SCHEDULE 4.34 HAS INDICATED IN WRITING THAT IT SHALL STOP, OR
MATERIALLY DECREASE THE RATE OF, BUYING MATERIALS, PRODUCTS OR SERVICES FROM THE
COMPANY GROUP.
4.35
NON-MATERIAL SUBSIDIARIES.
TO THE ACTUAL KNOWLEDGE OF THE COMPANY
(WITHOUT INVESTIGATION), THE REPRESENTATIONS AND WARRANTIES OF ANY MATERIAL
SUBSIDIARY MADE IN THIS ARTICLE IV ARE TRUE AND COMPLETE AS APPLIED TO EACH
NON-MATERIAL SUBSIDIARY.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser, severally and not jointly, hereby represents and warrants to the
Company as follows:
5.1
AUTHORIZATION AND ENFORCEABILITY.
SUCH PURCHASER HAS FULL POWER
AND AUTHORITY AND HAS TAKEN ALL ACTION NECESSARY TO PERMIT IT TO EXECUTE AND
DELIVER THIS AGREEMENT AND THE OTHER DOCUMENTS AND INSTRUMENTS TO BE EXECUTED BY
IT PURSUANT HERETO AND TO CARRY OUT THE TERMS HEREOF AND THEREOF.
THIS
AGREEMENT AND SUCH OTHER DOCUMENTS AND INSTRUMENTS EACH CONSTITUTES A LEGAL,
VALID AND BINDING OBLIGATION OF SUCH PURCHASER, ENFORCEABLE AGAINST SUCH
PURCHASER IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND SIMILAR LAWS
OF GENERAL APPLICATION RELATED TO THE ENFORCEMENT OF CREDITOR'S RIGHTS GENERALLY
AND EXCEPT AS RIGHTS TO INDEMNITY THEREUNDER MAY BY LIMITED BY APPLICABLE
FEDERAL SECURITIES LAWS.
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5.2
GOVERNMENT APPROVALS.
SUCH PURCHASER IS NOT REQUIRED TO OBTAIN ANY
ORDER, CONSENT, APPROVAL OR AUTHORIZATION OF, OR TO MAKE ANY DECLARATION OR
FILING WITH, ANY GOVERNMENTAL AGENCY IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER DOCUMENTS AND INSTRUMENTS TO BE
EXECUTED BY IT