PURPORTED TO BE CREATED BY THE SECURITY DOCUMENTS CONSTITUTES A FIRST PRIORITY
SECURITY INTEREST IN THE COLLATERAL SPECIFIED THEREIN, SUBJECT TO NO OTHER LIENS
EXCEPT PERMITTED LIENS.
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3.11
SEC FILINGS; FINANCIAL STATEMENTS.
(A)
GENAISSANCE HAS MADE AVAILABLE TO THE
PURCHASERS THROUGH THE EDGAR SYSTEM, TRUE AND COMPLETE COPIES OF GENAISSANCE'S
MOST RECENT ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
2004 (THE "10-K"), AND ALL OTHER REPORTS FILED BY GENAISSANCE PURSUANT TO THE
EXCHANGE ACT SINCE THE FILING OF THE 10-K AND PRIOR TO THE DATE HEREOF
(COLLECTIVELY, THE "SEC FILINGS").
THE SEC FILINGS ARE THE ONLY FILINGS
REQUIRED OF GENAISSANCE PURSUANT TO THE EXCHANGE ACT FOR SUCH PERIOD.
GENAISSANCE AND ITS SUBSIDIARIES ARE ENGAGED IN ALL MATERIAL RESPECTS ONLY IN
THE BUSINESS DESCRIBED IN THE SEC FILINGS AND THE SEC FILINGS CONTAIN A COMPLETE
AND ACCURATE DESCRIPTION IN ALL MATERIAL RESPECTS OF THE BUSINESS OF GENAISSANCE
AND ITS SUBSIDIARIES, TAKEN AS A WHOLE.
(B)
(I)
THE AUDITED CONSOLIDATED BALANCE SHEET
OF GENAISSANCE AS AT DECEMBER 31, 2004 AND THE RELATED AUDITED CONSOLIDATED
STATEMENTS OF INCOME, STOCKHOLDERS EQUITY AND CASH FLOW FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2004 TOGETHER WITH THE NOTES THERETO INCLUDED IN THE 10-K ARE
REFERRED TO HEREIN AS THE "FINANCIAL STATEMENTS";
(II)
THE FINANCIAL STATEMENTS (X) WERE PREPARED
IN ACCORDANCE WITH GAAP, (Y) PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE
CONSOLIDATED FINANCIAL POSITION, RESULTS OF OPERATIONS AND STATEMENTS OF CASH
FLOW OF GENAISSANCE AND ITS SUBSIDIARIES AS AT SUCH DATE AND FOR THE PERIOD THEN
ENDED, (Z) ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH
THE BOOKS OF ACCOUNT AND RECORDS OF GENAISSANCE AND ITS SUBSIDIARIES.
THE
STATEMENTS OF INCOME INCLUDED IN THE FINANCIAL STATEMENTS DO NOT CONTAIN ANY
MATERIAL ITEMS OF SPECIAL OR NONRECURRING INCOME EXCEPT AS EXPRESSLY SPECIFIED
THEREIN, AND THE BALANCE SHEETS INCLUDED IN THE FINANCIAL STATEMENTS DO NOT
REFLECT ANY WRITE-UP OR REVALUATION INCREASING THE BOOK VALUE OF ANY ASSETS.
THE BOOKS AND ACCOUNTS OF GENAISSANCE AND ITS SUBSIDIARIES ARE COMPLETE AND
CORRECT IN ALL MATERIAL RESPECTS AND FAIRLY REFLECT ALL OF THE MATERIAL
TRANSACTIONS, ITEMS OF INCOME AND EXPENSE AND ALL ASSETS AND LIABILITIES OF
GENAISSANCE AND ITS SUBSIDIARIES CONSISTENT WITH PRIOR PRACTICES OF GENAISSANCE
AND ITS SUBSIDIARIES.
3.12
ABSENCE OF CERTAIN DEVELOPMENTS.
SINCE THE FILING
OF THE 10-K, THERE HAS BEEN NOT BEEN:
(A)
ANY MATERIAL ADVERSE EFFECT;
(B)
ANY RESIGNATION OR TERMINATION OF ANY
OFFICERS OR KEY EMPLOYEES OF GENAISSANCE OR ANY SUBSIDIARY, AND GENAISSANCE HAS
NO KNOWLEDGE OF ANY IMPENDING RESIGNATION OR TERMINATION OF EMPLOYMENT OF ANY
SUCH OFFICER OF KEY EMPLOYEE;
(C)
ANY MATERIAL CHANGE, EXCEPT IN THE ORDINARY
COURSE OF BUSINESS, IN THE CONTINGENT OBLIGATIONS OF GENAISSANCE OR ANY
SUBSIDIARY BY WAY OF GUARANTY, ENDORSEMENT, INDEMNITY, WARRANTY OR OTHERWISE;
(D)
ANY DAMAGE, DESTRUCTION OR LOSS, WHETHER OR
NOT COVERED BY INSURANCE, WHICH HAS HAD A MATERIAL ADVERSE EFFECT;
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(E)
ANY WAIVER BY GENAISSANCE OR ANY SUBSIDIARY
OF A VALUABLE RIGHT OR OF A MATERIAL