WERE MADE, NOT MISLEADING.
THE REPRESENTATION IN
CLAUSE (II) OF THE PRECEDING SENTENCE DOES NOT APPLY TO ANY MISSTATEMENT OR
OMISSION IN ANY COMPANY SEC REPORT FILED PRIOR TO THE DATE OF THIS AGREEMENT
WHICH WAS SUPERSEDED BY A SUBSEQUENT COMPANY SEC REPORT FILED PRIOR TO THE DATE
OF THIS AGREEMENT.
NO SUBSIDIARY OF THE COMPANY IS REQUIRED TO FILE ANY REPORT,
FORM OR OTHER DOCUMENT WITH THE SEC. THE COMPANY IS, AND SHALL AT ALL TIMES
PRIOR TO THE EFFECTIVE TIME REMAIN, IN FULL COMPLIANCE WITH THE REQUIREMENTS OF
THE SECURITIES EXCHANGE COMMISSION, APPLICABLE STATE SECURITIES COMMISSIONS, THE
NASDAQ STOCK MARKET AND THE SARBANES OXLEY ACT OF 2002, INCLUDING BUT NOT
LIMITED TO ITS SECTION 404, "MANAGEMENT ASSESSMENT OF INTERNAL CONTROLS."
(B)
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS AND UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF THE
COMPANY AND ITS SUBSIDIARIES INCLUDED OR INCORPORATED BY REFERENCE IN SUCH
COMPANY SEC REPORTS (COLLECTIVELY, THE "FINANCIAL STATEMENTS") HAVE BEEN
PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED (EXCEPT AS
MAY BE OTHERWISE INDICATED IN THE NOTES THERETO) AND PRESENT FAIRLY, IN ALL
MATERIAL RESPECTS, THE FINANCIAL POSITION AND RESULTS OF OPERATIONS AND CASH
FLOWS OF THE COMPANY AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS AT THE
RESPECTIVE DATES AND FOR THE RESPECTIVE PERIODS INDICATED (EXCEPT, IN THE CASE
OF ALL SUCH FINANCIAL STATEMENTS THAT ARE INTERIM FINANCIAL STATEMENTS, FOR
FOOTNOTES AND NORMAL YEAR-END ADJUSTMENTS).
(C)
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS ANY LIABILITIES OR OBLIGATIONS OF ANY NATURE, WHETHER ABSOLUTE,
ACCRUED, UN-MATURED, CONTINGENT OR OTHERWISE WHETHER DUE OR TO BECOME DUE, KNOWN
OR UNKNOWN, OR ANY UNSATISFIED JUDGMENTS OR ANY LEASES OF PERSONALTY
10
OR REALTY OR UNUSUAL OR EXTRAORDINARY COMMITMENTS THAT ARE REQUIRED TO BE SHOWN
ON THE FACE OF A BALANCE SHEET OR DISCLOSED IN NOTES TO FINANCIAL STATEMENTS
UNDER UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, EXCEPT
(I) LIABILITIES RECORDED ON THE COMPANY'S BALANCE SHEET AT DECEMBER 31, 2004
(THE "BALANCE SHEET") INCLUDED IN THE FINANCIAL STATEMENTS REFERRED IN
SECTION 3.6(A) HEREOF AND THE NOTES THERETO, OR (II) LIABILITIES OR OBLIGATIONS
INCURRED SINCE DECEMBER 31, 2004 (WHETHER OR NOT INCURRED IN THE ORDINARY COURSE
OF BUSINESS AND CONSISTENT WITH PAST PRACTICE) THAT WOULD NOT, INDIVIDUALLY OR
IN THE AGGREGATE, HAVE A COMPANY MATERIAL ADVERSE EFFECT.
3.7.
ABSENCE OF CHANGES OR EVENTS.
EXCEPT AS SET
FORTH IN SECTION 3.7 OF THE COMPANY DISCLOSURE LETTER OR IN THE COMPANY SEC
REPORTS, SINCE DECEMBER 31, 2004 THROUGH THE DATE OF THIS AGREEMENT, THE COMPANY
AND ITS SUBSIDIARIES HAVE NOT INCURRED ANY LIABILITY OR OBLIGATION THAT HAS
RESULTED OR WOULD REASONABLY BE EXPECTED TO RESULT IN A COMPANY MATERIAL ADVERSE
EFFECT, AND THERE HAS NOT BEEN ANY CHANGE IN THE BUSINESS, FINANCIAL CONDITION
OR RESULTS OF OPERATIONS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES WHICH HAS
HAD, OR WOULD REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE,
A COMPANY MATERIAL ADVERSE EFFECT, AND THE COMPANY AND ITS