RESULTS OF THE COMPANY
AS OF THE DATES, AND FOR THE PERIODS, INDICATED THEREIN (SUBJECT, IN THE CASE OF
UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS).
SINCE DECEMBER 31,
2005, THE COMPANY HAS CONDUCTED ITS BUSINESS IN THE ORDINARY COURSE, AND THERE
HAS NOT BEEN ANY
8
EVENT OR EVENTS THAT HAVE HAD OR COULD, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
EXCEPT AS DISCLOSED
IN THE FINANCIAL STATEMENTS, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS
A GUARANTOR OR INDEMNITOR OF ANY INDEBTEDNESS OF ANY OTHER PERSON, FIRM OR
CORPORATION, OR HAS ANY LIABILITIES OR OBLIGATIONS (WHETHER OR NOT ACCRUED,
ABSOLUTE, CONTINGENT, LIQUIDATED OR UNLIQUIDATED, DUE OR TO BECOME DUE AND
WHETHER OR NOT REQUIRED BY GAAP TO BE SET FORTH ON THE CONSOLIDATED BALANCE
SHEET OF THE COMPANY) THAT COULD REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR
IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
(B)
SINCE JUNE 25, 2004, THE COMPANY HAS TIMELY FILED ALL REQUIRED
REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED
BY IT WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") PURSUANT TO THE
REPORTING REQUIREMENTS OF THE SECURITIES ACT OR THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE "EXCHANGE ACT") (INCLUDING EXHIBITS AND ALL OTHER
INFORMATION INCORPORATED THEREIN) (THE "COMPANY SEC DOCUMENTS").
AS OF THEIR
RESPECTIVE DATES, THE COMPANY SEC DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT OR THE EXCHANGE ACT, AS THE
CASE MAY BE, AND THE RULES AND REGULATIONS OF THE SEC PROMULGATED THEREUNDER
APPLICABLE TO SUCH COMPANY SEC DOCUMENTS AND, AS OF THEIR RESPECTIVE DATES, DID
NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING.
THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN COMPANY SEC
DOCUMENTS COMPLIED AS TO FORM, AS OF THEIR RESPECTIVE DATES OF FILING WITH THE
SEC, IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE
PUBLISHED RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO.
NO SUBSIDIARY
OF THE COMPANY IS SUBJECT TO THE PERIODIC REPORTING REQUIREMENTS OF THE EXCHANGE
ACT.
3.14
EMPLOYEE BENEFIT PLANS.
(A)
SECTION 3.14(A) OF THE DISCLOSURE SCHEDULE CONTAINS A TRUE AND
COMPLETE LIST OF EACH EMPLOYEE BENEFIT PLAN AND EMPLOYEE BENEFIT AGREEMENT AS OF
THE DATE OF THIS AGREEMENT, PROVIDED THAT SUCH LISTS SHALL NOT INCLUDE ANY
EMPLOYEE BENEFIT PLANS OR EMPLOYEE BENEFIT AGREEMENTS SET FORTH IN THE COMPANY'S
PUBLIC FILINGS.
THE COMPANY HAS DELIVERED OR MADE AVAILABLE TO THE INVESTOR
TRUE, COMPLETE AND CORRECT COPIES OF EACH EMPLOYEE BENEFIT PLAN AND EMPLOYEE
BENEFIT AGREEMENT OR, IN THE CASE OF ANY UNWRITTEN ARRANGEMENT, A WRITTEN
SUMMARY THEREOF THAT IS COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS.
(B)
EXCEPT AS PROVIDED IN SECTION 3.14(B) OF THE DISCLOSURE SCHEDULE,
(I) NO EMPLOYEE BENEFIT PLAN OR EMPLOYEE BENEFIT AGREEMENT