IN ACCORDANCE WITH THE REQUIREMENTS SET FORTH IN SECTION 10A OF THE
EXCHANGE ACT, TO THE COMPANY'S KNOWLEDGE, DELOITTE & TOUCHE LLP HAS NOT ENGAGED
IN ANY NON-AUDIT SERVICES PROHIBITED BY SUBSECTION (G) OF SECTION 10A OF THE
EXCHANGE ACT ON BEHALF OF THE COMPANY.
3.11
INTERNAL CONTROLS.
THE COMPANY HAS ESTABLISHED
AND MAINTAINS A SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE
REASONABLE ASSURANCES THAT:
(I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH
MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION; (II) TRANSACTIONS ARE RECORDED
AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES AND TO MAINTAIN
ACCOUNTABILITY FOR ASSETS; (III) ACCESS TO ASSETS IS PERMITTED ONLY IN
ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION; AND (IV) THE
RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH EXISTING ASSETS AT
REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY
DIFFERENCES.
3.12
AUDIT COMMITTEE.
THE COMPANY'S BOARD OF
DIRECTORS HAS VALIDLY APPOINTED AN AUDIT COMMITTEE WHOSE COMPOSITION SATISFIES
THE REQUIREMENTS OF SECTIONS 121 AND 803(A) OF THE AMEX COMPANY GUIDE AND THE
BOARD OF DIRECTORS AND/OR THE AUDIT COMMITTEE HAS ADOPTED A CHARTER THAT
SATISFIES THE REQUIREMENTS OF SECTION 121 OF THE AMEX COMPANY GUIDE.
THE AUDIT
COMMITTEE HAS REVIEWED THE ADEQUACY OF ITS CHARTER WITHIN THE PAST 12 MONTHS.
7
3.13
DISCLOSURE CONTROLS.
THE COMPANY HAS ESTABLISHED
AND MAINTAINS DISCLOSURE CONTROLS AND PROCEDURES (AS SUCH TERM IS DEFINED IN
RULES 13A-15 AND 15D-15 UNDER THE EXCHANGE ACT).
SINCE THE DATE OF THE MOST
RECENT EVALUATION OF SUCH DISCLOSURE CONTROLS AND PROCEDURES, THERE HAVE BEEN NO
SIGNIFICANT CHANGES IN INTERNAL CONTROLS OR IN OTHER FACTORS THAT COULD
SIGNIFICANTLY AFFECT INTERNAL CONTROLS, INCLUDING ANY CORRECTIVE ACTIONS WITH
REGARD TO SIGNIFICANT DEFICIENCIES AND MATERIAL WEAKNESSES.
THE COMPANY IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL PROVISIONS CURRENTLY IN EFFECT AND
APPLICABLE TO THE COMPANY OF THE SARBANES-OXLEY ACT OF 2002, AND ALL RULES AND
REGULATIONS PROMULGATED THEREUNDER OR IMPLEMENTING THE PROVISIONS THEREOF.
3.14
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS DISCLOSED
IN THE SEC REPORTS, SINCE SEPTEMBER 30, 2006, THERE HAS BEEN NO EVENT,
OCCURRENCE OR DEVELOPMENT THAT HAS HAD OR THAT WOULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT, AND THE COMPANY HAS NOT (I) VARIED ITS
BUSINESS PLAN OR PRACTICES, IN ANY MATERIAL RESPECT, FROM PAST PRACTICES, (II)
ENTERED INTO ANY MATERIAL FINANCING, JOINT VENTURE, LICENSE OR SIMILAR
ARRANGEMENTS OR (III) SUFFERED OR PERMITTED TO BE INCURRED ANY LIABILITY OR
OBLIGATION AGAINST ANY OF ITS PROPERTIES OR ASSETS THAT WOULD LIMIT OR RESTRICT
ITS ABILITY TO PERFORM ITS OBLIGATIONS HEREUNDER.
3.15
ABSENCE OF LITIGATION.
EXCEPT AS DISCLOSED IN
THE COMPANY'S SEC REPORTS, THERE IS NO PROCEEDING, OR, TO THE COMPANY'S
KNOWLEDGE, INQUIRY OR INVESTIGATION, BEFORE OR BY ANY COURT, PUBLIC BOARD,
GOVERNMENT AGENCY, SELF-REGULATORY ORGANIZATION OR BODY PENDING OR, TO THE
KNOWLEDGE OF THE COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY OR ANY OF
ITS SUBSIDIARIES THAT WOULD, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL
ADVERSE EFFECT.
3.16
COMPLIANCE.