FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2012,
(II) ITS QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS ENDING DECEMBER 31,
2012 AND MARCH 31, 2013, AND (III) ITS CURRENT REPORTS ON FORM 8-K FILED WITH
THE COMMISSION ON OR AFTER SEPTEMBER 30, 2012 AND PRIOR TO THE CLOSING
(COLLECTIVELY, THE "SEC REPORTS").
(II)
THE SEC REPORTS WERE PREPARED IN ALL MATERIAL RESPECTS IN
ACCORDANCE WITH THE REQUIREMENTS OF THE EXCHANGE ACT AND THE RULES AND
REGULATIONS THEREUNDER AND DID NOT AT THE TIME THEY WERE FILED CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO
BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE THEREIN, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
6
(III)
THE FINANCIAL STATEMENTS (INCLUDING, IN EACH CASE, ANY NOTES
THERETO) CONTAINED IN THE SEC REPORTS WERE PREPARED IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES APPLICABLE IN THE UNITED STATES OF AMERICA
("GAAP") APPLIED ON A CONSISTENT BASIS THROUGHOUT THE PERIODS INDICATED (EXCEPT
AS MAY BE INDICATED IN THE NOTES THERETO), AND EACH FAIRLY PRESENTED THE
FINANCIAL POSITION, RESULTS OF OPERATIONS AND CASH FLOWS OF THE COMPANY AS AT
THE RESPECTIVE DATES THEREOF AND FOR THE RESPECTIVE PERIODS INDICATED THEREIN.
(H)
ABSENCE OF CERTAIN CHANGES.
SINCE MARCH 31, 2013, EXCEPT AS
DISCLOSED IN THE SEC REPORTS FILED PRIOR TO THE CLOSING DATE, THERE HAS NOT
BEEN:
(I)
ANY CHANGE IN THE ASSETS, LIABILITIES, CONDITION (FINANCIAL OR
OTHERWISE), AFFAIRS, EARNINGS, BUSINESS OR OPERATIONS OF THE COMPANY FROM THAT
REFLECTED IN THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 3(G)(III) ABOVE,
EXCEPT FOR CHANGES IN THE ORDINARY COURSE OF BUSINESS WHICH, EITHER INDIVIDUALLY
OR IN THE AGGREGATE, HAVE NOT HAD, OR MAY BE REASONABLY EXPECTED TO RESULT IN, A
MATERIAL ADVERSE EFFECT;
(II)
ANY INCURRENCE OF LIABILITIES OR OBLIGATIONS BY THE COMPANY,
CONTINGENT OR OTHERWISE, WHETHER DUE OR TO BECOME DUE, WHETHER BY WAY OF
GUARANTY, ENDORSEMENT, INDEMNITY, WARRANTY, OR OTHERWISE, EXCEPT LIABILITIES AND
OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS, NONE OF WHICH HAS HAD,
OR IS REASONABLY LIKELY TO RESULT IN, A MATERIAL ADVERSE EFFECT;
(III)
ANY HIRING BY THE COMPANY OF ANY NEW OFFICER OR ANY MATERIAL
INCREASE IN COMPENSATION OF ANY OF ITS EXISTING OFFICERS, OR THE RATE OF PAY OF
ITS EMPLOYEES AS A GROUP (EXCEPT AS PART OF REGULAR COMPENSATION INCREASES IN
THE ORDINARY COURSE OF BUSINESS), OR ANY MATERIAL CHANGE OF SUCH OFFICERS' OR
EMPLOYEES' EMPLOYMENT AGREEMENTS OR OF ANY BENEFIT PLAN RELATING TO THE
COMPANY'S EMPLOYEES;
(IV)
ANY RESIGNATION OR TERMINATION OF EMPLOYMENT OF ANY OFFICER OF THE
COMPANY AND THE COMPANY HAS NOT RECEIVED ANY WRITTEN NOTICE OF THE IMPENDING
RESIGNATION OR TERMINATION OF EMPLOYMENT OF ANY SUCH OFFICER;
(V)
ANY CHANGE IN THE ACCOUNTING METHODS OR PRACTICES FOLLOWED BY THE
COMPANY;
(VI)
ANY ISSUANCE OF ANY STOCK, BONDS, OR OTHER SECURITIES OF THE
COMPANY OR OPTIONS, WARRANTS, OR RIGHTS OR AGREEMENTS OR COMMITMENTS TO PURCHASE
OR ISSUE SUCH SECURITIES