AS TO FORM IN ALL MATERIAL RESPECTS WITH THE PUBLISHED
RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO AS OF THEIR RESPECTIVE
DATES AND FAIRLY PRESENT THE FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS,
CHANGES IN STOCKHOLDERS' EQUITY AND CASH FLOW OF BUYER AND ITS SUBSIDIARIES ON A
CONSOLIDATED BASIS AS AT THE RESPECTIVE DATES OF AND FOR THE PERIODS REFERRED TO
IN THE BUYER FINANCIAL STATEMENTS, ALL IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED, EXCEPT AS OTHERWISE NOTED THEREIN AND AS OTHERWISE PERMITTED FOR
FINANCIAL STATEMENTS FILED AS PART OF A QUARTERLY REPORT ON FORM 10-Q AND
SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END ADJUSTMENTS
THAT WOULD NOT BE MATERIAL IN AMOUNT OF EFFECT.
(C)
EACH OF THE PRINCIPAL EXECUTIVE OFFICER OF THE BUYER AND THE
PRINCIPAL FINANCIAL OFFICER OF THE BUYER (OR EACH FORMER PRINCIPAL EXECUTIVE
OFFICER OF THE BUYER AND EACH FORMER PRINCIPAL FINANCIAL OFFICER OF THE BUYER,
AS APPLICABLE) HAS MADE ALL CERTIFICATIONS REQUIRED BY RULE 13A-14 OR 15D-14
UNDER THE EXCHANGE ACT OR SECTIONS 302 AND 906 OF THE SARBANES
47
OXLEY ACT OF 2002 ("SOX") AND THE RULES AND REGULATIONS OF THE SEC PROMULGATED
THEREUNDER WITH RESPECT TO THE BUYER SEC DOCUMENTS, AND TO THE KNOWLEDGE OF THE
BUYER, THE STATEMENTS CONTAINED IN SUCH CERTIFICATIONS ARE TRUE AND CORRECT. FOR
PURPOSES OF THIS SECTION 7.6(C), "PRINCIPAL EXECUTIVE OFFICER" AND "PRINCIPAL
FINANCIAL OFFICER" SHALL HAVE THE MEANINGS GIVEN TO SUCH TERMS IN SOX. NEITHER
THE BUYER NOR ANY OF ITS SUBSIDIARIES HAS, SINCE THE EFFECTIVE DATE OF SECTION
402 OF SOX, ARRANGED ANY OUTSTANDING, "EXTENSIONS OF CREDIT" TO DIRECTORS OR
EXECUTIVE OFFICERS WITHIN THE MEANING OF SECTION 402 OF SOX.
(D)
THE BUYER MAINTAINS A SYSTEM OF INTERNAL ACCOUNTING CONTROLS
SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT:
(I) TRANSACTIONS ARE EXECUTED
IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS;
(II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS IN CONFORMITY WITH GAAP AND TO MAINTAIN ASSET ACCOUNTABILITY;
(III) ACCESS ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR
SPECIFIC AUTHORIZATION; AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS
COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
(E)
THE BUYER HAS IN PLACE THE "DISCLOSURE CONTROLS AND PROCEDURES"
(AS DEFINED IN RULES 13A-15(C) AND 15D-(E) OF THE EXCHANGE ACT) REQUIRED IN
ORDER FOR THE PRINCIPAL EXECUTIVE OFFICER OF THE BUYER AND THE PRINCIPAL
FINANCIAL OFFICER OF THE BUYER TO ENGAGE IN THE REVIEW AND EVALUATION PROCESS
MANDATED BY THE EXCHANGE ACT AND THE RULES PROMULGATED THEREUNDER. THE BUYER'S
"DISCLOSURE CONTROLS AND PROCEDURES" ARE REASONABLY DESIGNED TO ENSURE THAT ALL
INFORMATION (BOTH FINANCIAL AND NON-FINANCIAL) REQUIRED TO BE DISCLOSED BY THE
BUYER IN THE REPORTS THAT IT FILES OR SUBMITS UNDER THE EXCHANGE ACT IS
RECORDED, PROCESSES, SUMMARIZED AND REPORTED WITHIN THE TIME PERIODS SPECIFIED
IN THE RULES AND FORMS OF THE SEC, AND THAT ALL SUCH INFORMATION IS ACCUMULATED
AND COMMUNICATED TO THE BUYER'S MANAGEMENT AS APPROPRIATE TO ALLOW