Common use of Disclosure; Absence of Certain Changes Clause in Contracts

Disclosure; Absence of Certain Changes. Neither this Agreement, the Schedules to this Agreement, the Transaction Documents nor the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made herein and therein, in light of the circumstances under which they were made, not misleading. Except as disclosed on Schedule 2.1(i) or the SEC Documents filed on EDGAX xx least five business days prior to the date hereof, since December 31, 1997, there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition, liabilities or results of operations or, insofar as can reasonably be foreseen, prospects of the Company or the Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SEC, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed.

Disclosure; Absence of Certain Changes. Neither None of this Agreement, the Schedules to this Agreement, the Transaction Documents nor Documents, the SEC Documents contains or any other written or formally presented information, report, financial statement, exhibit, schedule or document furnished by or on behalf of the Company in connection with the negotiation of the transactions contemplated hereby contained, contains, or will contain at the time it was or is so furnished any untrue statement of a material fact or omitted, omits or will omit at such time to state any material fact necessary in order to make the statements made herein and therein, in light of the circumstances under which they were made, not misleading. Except as disclosed on Schedule 2.1(iSCHEDULE 2.1(I) or the in SEC Documents filed on EDGAX xx XXXXX at least five (5) business days prior to the date hereof, since December 31January 1, 19971999, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial conditionor otherwise), assets, liabilities or results of operations or, insofar as can reasonably be foreseen, prospects of the Company or the its Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its their respective creditors intend to initiate involuntary bankruptcy proceedings. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, condition (financial or otherwise), assets, liabilities or results of operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SECCommission, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed.

Disclosure; Absence of Certain Changes. Neither None of this Agreement, the Schedules to this Agreement, the Transaction Documents nor Documents, the SEC Documents contains or any other written or formally presented information, report, financial statement, exhibit, schedule or document furnished by or on behalf of the Company in connection with the negotiation of the transactions contemplated hereby contained, contains, or will contain at the time it was or is so furnished any untrue statement of a material fact or omitted, omits or will omit at such time to state any material fact necessary in order to make the statements made herein and therein, in light of the circumstances under which they were made, not misleading. Except as disclosed on Schedule 2.1(i) or the in SEC Documents filed on EDGAX xx XXXXX at least five (5) business days prior to the date hereof, since December March 31, 19971999, there has been no material adverse change and no material adverse development in the business, properties, operations, condition (financial conditionor otherwise), assets, liabilities or results of operations or, insofar as can reasonably be foreseen, prospects of the Company or the its Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its their respective creditors intend to initiate involuntary bankruptcy proceedings. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, condition (financial or otherwise), assets, liabilities or results of operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SECCommission, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed.

Disclosure; Absence of Certain Changes. Neither this Agreement, -------------------------------------- the Schedules to this Agreement, the Transaction Documents nor the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made herein and therein, in light of the circumstances under which they were made, not misleading. Except as disclosed on Schedule 2.1(i) or in the SEC Documents filed on EDGAX xx XXXXX at least five business days prior to the date hereof, since December 31June 30, 19971998, there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition, liabilities or results of operations or, insofar as can reasonably be foreseen, prospects of the Company or the Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge Knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings. No event, liability, development or circumstance has occurred or exists, or is reasonably contemplated to occur, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SECCommission, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed.

Disclosure; Absence of Certain Changes. Neither NATURALNANO has made available to WMS all the information reasonably available to NATURALNANO that WMS have requested for deciding whether to acquire the NATURALNANO Shares. No representation or warranty of NATURALNANO contained in this Agreement, as qualified by the Schedules Disclosure Schedule, and no certificate furnished or to this Agreement, be furnished to WMS at the Transaction Documents nor the SEC Documents Closing contains any untrue statement of a material fact or omits to state any a material fact necessary in order to make the statements made contained herein and therein, or therein not misleading in light of the circumstances under which they were made. It is understood that this representation is qualified by the fact that NATURALNANO has not delivered to WMS, and has not misleadingbeen requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information customarily furnished to purchasers of securities. Except as disclosed on set forth in the Disclosure Schedule 2.1(i) or the SEC Documents filed on EDGAX xx least five business days prior to the date hereof, since December 31, 1997hereto, there has not been no since September 31, 2009 any material adverse change and no material adverse development in the business, properties, operations, financial condition, assets, liabilities or results business of operations orNATURALNANO, insofar as can reasonably be foreseenother than changes in the ordinary course of business, prospects none of which individually or in the Company aggregate, have been materially adverse; any material transactions entered into or the Subsidiaries. The Company has not taken liabilities or obligations incurred by NATURALNANO, or any stepssale, transfer, encumbrance of or any contract to sell, transfer or encumber, and does not currently expect to take of its assets, other than in the ordinary course of business; or any steps, to seek protection pursuant payment or declaration of a bonus to any bankruptcy law nor does the Company Key Employee or any payment or declaration of its Subsidiaries have any knowledge dividend or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings. No event, liability, development other distribution on or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company capital stock in NATRUALNANO; or any other event of any kind or character which would or could materially and adversely affect NATURALNANO or its Subsidiaries business or their respective businesses, properties, operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SEC, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosedassets.

Disclosure; Absence of Certain Changes. Neither this This Agreement, the Schedules to this Agreement, the Transaction Documents nor Documents, the SEC Documents contains and any other written or formally presented information, report, financial statement, exhibit, schedule or document furnished by or on behalf of the Company in connection with the negotiation of the transactions contemplated hereby have not contained, do not contain, and will not contain at the time it was or is so furnished any untrue statement of a material fact or omitted, omits or will omit at such time to state any material fact necessary in order to make the statements made herein and therein, in light of the circumstances under which they were made, not misleading. Except as disclosed on Schedule 2.1(i) or the in SEC Documents filed on EDGAX xx XXXXX at least five business days Business Days prior to the date hereof, since December 31June 30, 19971999, there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition, liabilities or results of operations or, insofar as can reasonably be foreseen, prospects of the Company or the Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings. No Except as disclosed on Schedule 2.1(i), no event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SECCommission, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed.

Disclosure; Absence of Certain Changes. Neither this Agreement, the Schedules to this Agreement, the Transaction Documents or any other information provided to the Purchaser by the Company in connection with the transactions contemplated hereby contain, nor did the SEC Documents contains (as defined below), when filed, or if amended, when amended, contain any untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements made herein and therein, in light of the circumstances under which they were made, not misleading. Except as disclosed on Schedule 2.1(i2.1(h) or the SEC Documents filed on EDGAX xx EDGAR at least five one business days day prior to the date hereof, since December 31Decemxxx 01, 19972000, there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition, liabilities or results of operations or, insofar as can reasonably be foreseen, prospects of the Company or the Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SEC, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosedannounced or disclosed but under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company's reports filed under the Exchange Act are being incorporated into an effective registration statement filed by the Company under the Securities Act.)

Disclosure; Absence of Certain Changes. Neither this This Agreement, the Schedules to this Agreement, the Transaction Documents nor Documents, the SEC Documents contains and any other written or formally presented information, report, financial statement, exhibit, schedule or document furnished by or on behalf of the Company in connection with the negotiation of the transactions contemplated hereby have not contained, do not contain, and will not contain at the time it was or is so furnished any untrue statement of a material fact or omitted, omits or will omit at such time to state any material fact necessary in order to make the statements made herein and therein, in light of the circumstances under which they were made, not misleading. Except as disclosed on Schedule 2.1(i) or the in SEC Documents filed on EDGAX xx XXXXX at least five business days Business Days prior to the date hereof, since December 31June 30, 19972000, there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition, liabilities or results of operations or, insofar as can reasonably be foreseen, prospects of the Company or the Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings. No Except as disclosed on Schedule 2.1(i), no event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SECCommission, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed.

Disclosure; Absence of Certain Changes. Neither this Agreement, the Schedules to this Agreement, the Transaction Documents or any other information provided to the Purchaser by the Company in connection with the transactions contemplated hereby contain, nor did the SEC Documents contains (as defined below), when filed, or if amended, when amended, contain any untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements made herein and therein, in light of the circumstances under which they were made, not misleading. Except as disclosed on Schedule 2.1(i2.1(j) or the SEC Documents filed on EDGAX xx least five business days prior to the date hereof, since December 31, 1997, 1999 there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition, liabilities or results of operations or, insofar as can reasonably be foreseen, prospects of the Company or the Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SEC, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosedannounced or disclosed but under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company's reports filed under the Exchange Act are being incorporated into an effective registration statement filed by the Company under the Securities Act.)

Disclosure; Absence of Certain Changes. Neither None of this Agreement, the Schedules to this Agreement, the other Transaction Documents nor or any other written or formally presented information, report, financial statement, exhibit, schedule or document furnished by or on behalf of the SEC Company or any of the Subsidiaries to the Holders or their counsel in connection with the negotiation of the transactions contemplated by this Agreement or any of the other Transaction Documents contains contained, contains, or will contain at the time it was or is so furnished any untrue statement of a material fact or omitted, omits or will omit at such time to state any material fact necessary in order to make the statements made herein and therein, in light of the circumstances under which they were made, not misleading. Except as disclosed contemplated by the Transaction Documents or that certain Termination Agreement dated June 11, 2002 by and between the Company and UICI (the "UICI Termination Agreement"), or on Schedule 2.1(i) or the in SEC Documents filed on EDGAX xx EDGAR at least five (5) business days prior to the date hereof, since December 31Xxxxary 1, 19972002, there no event has been no material adverse change and no material adverse development occurred or exists (or is contemplated to occur) (i) which is not reflected in the business, properties, operations, Company's financial condition, liabilities statements and which has or results of operations or, insofar as can reasonably could be foreseen, prospects of expected to have a Material Adverse Effect or (ii) which would be required to be disclosed by the Company or under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SubsidiariesCommission relating to an issuance and sale of securities by the Company and which has not been publicly disclosed. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its the Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SEC, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed.

Disclosure; Absence of Certain Changes. Neither None of this Agreement, the Schedules to this Agreement, the Transaction Documents nor Documents, the SEC Documents contains or any other written or formally presented information, report, financial statement, exhibit, schedule or document furnished by or on behalf of the Company in connection with the negotiation of the transactions contemplated hereby contained, contains, or will contain at the time it was or is so furnished any untrue statement of a material fact or omitted, omits or will omit at such time to state any material fact necessary in order to make the statements made herein and therein, in light of the circumstances under which they were made, not materially misleading. Except as disclosed on Schedule 2.1(i) or in the SEC Documents filed on EDGAX xx least five (5) business days prior to the date hereof, since December 31, 19971998, there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition, liabilities or results of operations or, insofar as can reasonably be foreseen, prospects of the Company or the Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its their respective creditors intend to initiate involuntary bankruptcy proceedings. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SECCommission, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed.

Disclosure; Absence of Certain Changes. Neither this Agreement, the Schedules to this Agreement, nor the Transaction Documents nor the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made herein and therein, in light of the circumstances under which they were made, not misleading. Except as disclosed on in Schedule 2.1(i) or the SEC Documents filed on EDGAX xx XXXXX at least five business days prior to the date hereof, since December 31June 30, 1997, 1998 there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition, liabilities or results of operations or, insofar as can reasonably be foreseen, prospects of the Company Companies or the Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SEC, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed.

Disclosure; Absence of Certain Changes. Neither this Agreement, the Schedules to this Agreement, the Transaction Documents nor any other information provided to the Purchaser by the Company in connection with the transactions contemplated hereby contain, nor did the SEC Documents contains (as defined below), when filed, or if amended, when amended, contain any untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements made herein and therein, in light of the circumstances under which they were made, not misleading. Except as disclosed on Schedule 2.1(i2.1(h) or the SEC Documents filed on EDGAX xx XXXXX at least five one business days day prior to the date hereof, since December 31, 19972002, there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition, liabilities or results of operations or, insofar as can reasonably be foreseen, prospects of the Company or the Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur, exists with respect to the Company or its Subsidiaries or their respective businesses, properties, operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SEC, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosedannounced or disclosed but under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company's reports filed under the Exchange Act are being incorporated into an effective registration statement filed by the Company under the Securities Act.)

Disclosure; Absence of Certain Changes. Neither WMS has made available to NATURALNANO all the information reasonably available to WMS that NATURALNANO has requested for deciding whether to acquire the membership interests. No representation or warranty of either WMS or COMBOTEXS contained in this Agreement, as qualified by the Schedules Disclosure Schedule, and no certificate furnished or to this Agreement, be furnished to NATURALNANO at the Transaction Documents nor the SEC Documents Closing contains any untrue statement of a material fact or omits to state any a material fact necessary in order to make the statements made contained herein and therein, or therein not misleading in light of the circumstances under which they were made. It is understood that this representation is qualified by the fact that WMS has not delivered to NATURALNANO, and has not misleadingbeen requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information customarily furnished to purchasers of securities. Except as disclosed on Schedule 2.1(i) or Other than the SEC Documents filed on EDGAX xx least five business days prior to acquisition by all of the date hereofownership interests in COMBOTEXS by WMS, there has not been since December 31, 1997, there has been no 2009 any material adverse change and no material adverse development in the business, properties, operations, financial condition, assets, liabilities or results business of operations orWMS or COMBOTEXS, insofar as can reasonably be foreseenother than changes in the ordinary course of business, prospects none of which individually or in the Company aggregate, have been materially adverse; any material transactions entered into or the Subsidiaries. The Company has not taken liabilities or obligations incurred by WMS or COMBOTEXS, or any stepssale, transfer, encumbrance of or any contract to sell, transfer or encumber, and does not currently expect to take of its assets, other than in the ordinary course of business; or any steps, to seek protection pursuant payment or declaration of a bonus to any bankruptcy law nor does the Company employee or any payment or declaration of its Subsidiaries have any knowledge dividend or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings. No event, liability, development other distribution on or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company membership interests in COMBOTEXS; or any other event of any kind or character which would or could materially and adversely affect COMBOTEXS or its Subsidiaries business or their respective businesses, properties, operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SEC, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosedassets.

Disclosure; Absence of Certain Changes. Neither this Agreement, the Schedules to this Agreement, the Transaction Documents or any other information provided to the Purchaser by the Company in connection with the transactions contemplated hereby contain, nor did the SEC Documents contains (as defined below), when filed, or if amended, when amended, contain any untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements made herein and therein, in light of the circumstances under which they were made, not misleading. Except as disclosed on Schedule 2.1(i2.1(j) or the SEC Documents filed on EDGAX xx least five business days prior to the date hereof, since December 31, 19971998, there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition, liabilities or results of operations or, insofar as can reasonably be foreseen, prospects of the Company or the Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations or financial condition or, insofar as can reasonably be foreseen, prospects, that would be required to be disclosed by the Company under applicable securities laws on a registration statement (including by way of incorporation by reference) filed with the SEC, on the date this representation is made or deemed to be made, relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosedannounced or disclosed but under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company's reports filed under the Exchange Act are being incorporated into an effective registration statement filed by the Company under the Securities Act.)