THAT UNAUDITED FINANCIAL
STATEMENTS MAY NOT CONTAIN ALL FOOTNOTES
11
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 FOR THE PERIODS THEN
ENDED, SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL, IMMATERIAL,
YEAR-END AUDIT ADJUSTMENTS.
(I)
MATERIAL CHANGES; UNDISCLOSED EVENTS, LIABILITIES OR
DEVELOPMENTS.
SINCE THE DATE OF THE LATEST AUDITED FINANCIAL STATEMENTS
INCLUDED WITHIN THE SEC REPORTS, EXCEPT AS SPECIFICALLY DISCLOSED IN THE SEC
REPORTS, (I) THERE HAS BEEN NO EVENT, OCCURRENCE OR DEVELOPMENT THAT HAS HAD OR
THAT COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, (II)
THE COMPANY HAS NOT INCURRED ANY LIABILITIES (CONTINGENT OR OTHERWISE) OTHER
THAN (A) TRADE PAYABLES AND ACCRUED EXPENSES INCURRED IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE, AND (B) LIABILITIES NOT REQUIRED TO BE
REFLECTED IN THE COMPANY'S FINANCIAL STATEMENTS PURSUANT TO GAAP OR REQUIRED TO
BE DISCLOSED IN THE FILINGS MADE WITH THE COMMISSION, (III) EXCEPT AS REQUIRED
BY APPLICABLE LAW OR GAAP, THE COMPANY HAS NOT ALTERED ITS METHOD OF ACCOUNTING,
(IV) THE COMPANY HAS NOT DECLARED OR MADE ANY DIVIDEND OR DISTRIBUTION OF CASH
OR OTHER PROPERTY TO ITS STOCKHOLDERS OR PURCHASED, REDEEMED OR MADE ANY
AGREEMENTS TO PURCHASE OR REDEEM ANY SHARES OF ITS CAPITAL STOCK AND (V) THE
COMPANY HAS NOT ISSUED ANY EQUITY SECURITIES TO ANY OFFICER, DIRECTOR OR
AFFILIATE, EXCEPT PURSUANT TO EXISTING COMPANY STOCK OPTION PLANS AND EXCEPT AS
SET FORTH IN SCHEDULE 3.1(I).
THE COMPANY DOES NOT HAVE PENDING BEFORE THE
COMMISSION ANY REQUEST FOR CONFIDENTIAL TREATMENT OF INFORMATION.
EXCEPT FOR
THE ISSUANCE OF THE COMPANY SECURITIES CONTEMPLATED BY THIS AGREEMENT OR AS SET
FORTH ON SCHEDULE 3.1(I), NO EVENT, LIABILITY OR DEVELOPMENT HAS OCCURRED OR
EXISTS WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE
BUSINESS, PROPERTIES, OPERATIONS OR FINANCIAL CONDITION, THAT WOULD BE REQUIRED
TO BE DISCLOSED BY THE COMPANY UNDER APPLICABLE SECURITIES LAWS AT THE TIME THIS
REPRESENTATION IS MADE THAT HAS NOT BEEN PUBLICLY DISCLOSED AT LEAST 1 TRADING
DAY PRIOR TO THE DATE THAT THIS REPRESENTATION IS MADE.
(J)
LITIGATION.
THERE IS NO ACTION, SUIT, INQUIRY, NOTICE OF
VIOLATION, PROCEEDING OR INVESTIGATION PENDING OR, TO THE KNOWLEDGE OF THE
COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY, ANY SUBSIDIARY OR ANY OF
THEIR RESPECTIVE PROPERTIES BEFORE OR BY ANY COURT, ARBITRATOR, GOVERNMENTAL OR
ADMINISTRATIVE AGENCY OR REGULATORY AUTHORITY (FEDERAL, STATE, COUNTY, LOCAL OR
FOREIGN) (COLLECTIVELY, AN "ACTION") WHICH (I) ADVERSELY AFFECTS OR CHALLENGES
THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE TRANSACTION DOCUMENTS OR
THE COMPANY SECURITIES OR (II) WOULD, IF THERE WERE AN UNFAVORABLE DECISION,
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NEITHER THE
COMPANY NOR ANY SUBSIDIARY, NOR, TO THE COMPANY'S KNOWLEDGE, ANY DIRECTOR OR
OFFICER THEREOF, IS OR HAS BEEN THE SUBJECT OF ANY ACTION INVOLVING A CLAIM OF
VIOLATION OF OR LIABILITY UNDER FEDERAL OR