THE RULES AND REGULATIONS OF
THE SEC PROMULGATED THEREUNDER.
NONE OF THE SEC REPORTS, INCLUDING ANY
FINANCIAL STATEMENTS OR SCHEDULES INCLUDED OR INCORPORATED BY REFERENCE THEREIN,
AT THE TIME FILED OR FURNISHED, AND GIVING EFFECT TO ANY AMENDMENTS OR
SUPPLEMENTS THERETO OR ANY SUBSEQUENT SEC REPORT FILED PRIOR TO THE DATE OF THIS
AGREEMENT, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE
A 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NOT MISLEADING THAT HAS NOT BEEN SUPERSEDED BY A SUBSEQUENTLY FILED SEC REPORT
THAT CORRECTS OR COMPLETES ANY SUCH UNTRUE STATEMENT OR OMISSION.
TO THE
KNOWLEDGE OF THE COMPANY, NONE OF THE SEC REPORTS IS THE SUBJECT OF ONGOING SEC
REVIEW OR OUTSTANDING SEC COMMENT.
NONE OF THE COMPANY'S SUBSIDIARIES IS
REQUIRED TO FILE PERIODIC REPORTS WITH THE SEC PURSUANT TO THE EXCHANGE ACT.
(B)
THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC
REPORTS COMPLY IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS
AND THE RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO AS IN EFFECT AT
THE TIME OF FILING.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE
WITH GAAP, EXCEPT AS MAY BE OTHERWISE SPECIFIED IN SUCH FINANCIAL STATEMENTS OR
THE NOTES THERETO AND EXCEPT THAT UNAUDITED FINANCIAL STATEMENTS MAY NOT CONTAIN
ALL FOOTNOTES REQUIRED BY GAAP, AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE
FINANCIAL POSITION OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF AND
FOR THE DATES THEREOF AND THE RESULTS OF OPERATIONS AND CASH FLOWS OF THE
COMPANY AND ITS CONSOLIDATED
8
SUBSIDIARIES FOR THE PERIODS THEN ENDED, SUBJECT, IN THE CASE OF UNAUDITED
STATEMENTS, TO NORMAL, IMMATERIAL, YEAR-END AUDIT ADJUSTMENTS.
(C)
NEITHER THE COMPANY NOR ANY OF ITS CONSOLIDATED SUBSIDIARIES HAS
ANY LIABILITIES, OBLIGATIONS, CLAIMS OR LOSSES (WHETHER LIQUIDATED OR
UNLIQUIDATED, SECURED OR UNSECURED, ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE)
THAT WOULD BE REQUIRED TO BE DISCLOSED ON THE COMPANY'S MOST RECENT CONSOLIDATED
BALANCE SHEET FILED WITH THE SEC (INCLUDING THE NOTES THERETO) IN CONFORMITY
WITH GAAP THAT ARE NOT DISCLOSED IN THE SEC REPORTS OR RESERVED ON THE MOST
RECENT CONSOLIDATED BALANCE SHEET OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES INCLUDED IN THE SEC REPORTS, OTHER THAN THOSE INCURRED IN THE
ORDINARY COURSE OF THE COMPANY'S OR ITS SUBSIDIARIES' RESPECTIVE BUSINESSES
SINCE THE DATE OF SUCH MOST RECENT CONSOLIDATED BALANCE SHEET FILED WITH THE SEC
OR WHICH, INDIVIDUALLY OR IN THE AGGREGATE, DO NOT OR WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4.6.
LITIGATION.
EXCEPT AS DISCLOSED IN THE SEC REPORTS, THE COMPANY
HAS NOT RECEIVED NOTICE OF ANY CLAIM, ACTION, SUIT, PROCEEDING, ARBITRATION,
MEDIATION OR GOVERNMENTAL INVESTIGATION THAT IS PENDING OR, TO THE KNOWLEDGE OF
THE COMPANY, THREATENED AGAINST OR RELATING TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR ANY PROPERTIES OR ASSETS OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES, OTHER THAN ANY SUCH CLAIM, ACTION, SUIT, PROCEEDING, ARBITRATION,