AND DELIVER THE TRANSACTION DOCUMENTS TO WHICH IT
IS A PARTY, AND NO FURTHER PROCEEDINGS ON THE PART OF THE COMPANY ARE NECESSARY
TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 2.5
NO VIOLATION.
EXCEPT AS SET FORTH
ON SCHEDULE 2.5, NEITHER THE EXECUTION, DELIVERY NOR PERFORMANCE OF THIS
AGREEMENT, IN ITS ENTIRETY, NOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY, AS OF THE CLOSING DATE:
(A)
TO THE KNOWLEDGE OF SELLER AND THE COMPANY,
MATERIALLY VIOLATES ("VIOLATION") ANY LAWS, ORDERS, WRITS, JUDGMENTS,
INJUNCTIONS, AWARDS, DECREES, RULES, STATUTES, PERMITS, ORDINANCES OR
REGULATIONS (THE "LAWS") APPLICABLE TO SELLER OR THE COMPANY;
(B)
IS IN MATERIAL CONFLICT WITH, RESULTS IN A
MATERIAL BREACH OR ANY TERMINATION OF ANY PROVISION OF, CAUSES THE ACCELERATION
OF THE MATURITY OF ANY DEBT OR OBLIGATION PURSUANT TO, CONSTITUTES A MATERIAL
DEFAULT (OR GIVES RISE TO ANY RIGHT OF TERMINATION, CANCELLATION OR
ACCELERATION) UNDER, OR RESULTS IN THE CREATION OF ANY LIEN UPON ANY CURRENTLY
OWNED PROPERTY OF SELLER OR THE COMPANY PURSUANT TO, ANY TERMS, CONDITIONS OR
PROVISIONS OF ANY NOTE, LICENSE, INSTRUMENT, INDENTURE, MORTGAGE, DEED OF TRUST
OR OTHER AGREEMENT OR UNDERSTANDING OR ANY OTHER RESTRICTION OF ANY KIND OR
CHARACTER, TO WHICH SELLER OR THE COMPANY IS A PARTY OR BY WHICH ANY CURRENTLY
OWNED PROPERTY OF SELLER OR THE COMPANY IS SUBJECT OR BOUND (COLLECTIVELY,
"DEFAULT"); OR
(C)
CONFLICTS ("CONFLICT") WITH OR RESULTS IN ANY
BREACH OF ANY PROVISION OF THE CERTIFICATE OR ARTICLES OF INCORPORATION, BYLAWS
OF SELLER OR THE COMPANY OR ANY OTHER ORGANIZATIONAL DOCUMENTS OF SELLER OR THE
COMPANY.
12
SECTION 2.6
CONSENTS AND APPROVALS.
EXCEPT AS
DESCRIBED ON SCHEDULE 2.6, AND EXCEPT FOR OBTAINING THE REQUIRED REGULATORY
APPROVALS DESCRIBED ON SCHEDULE 2.6 (THE "REQUIRED REGULATORY APPROVALS"), NO
PRIOR CONSENT OF, OR DECLARATION, FILING OR REGISTRATION WITH, ANY PERSON,
DOMESTIC OR FOREIGN, IS REQUIRED OF OR BY SELLER OR THE COMPANY IN CONNECTION
WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY SELLER OF THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 2.7
COMPANY FINANCIAL STATEMENTS.
(A)
SCHEDULE 2.7(A) CONTAINS TRUE, ACCURATE AND
COMPLETE COPIES OF THE UNAUDITED FINANCIAL STATEMENTS OF THE COMPANY, CONSISTING
OF THE BALANCE SHEETS AND RELATED STATEMENTS OF OPERATIONS AND SHAREHOLDER'S
EQUITY AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2002, DECEMBER 31, 2003 AND
DECEMBER 31, 2004, (COLLECTIVELY, THE "HISTORICAL COMPANY FINANCIAL
STATEMENTS").
THE HISTORICAL COMPANY FINANCIAL STATEMENTS:
(I) WERE PREPARED
FROM THE BOOKS AND RECORDS OF THE COMPANY; (II) WERE PREPARED IN ACCORDANCE WITH
GAAP (EXCEPT FOR THE ABSENCE OF FOOTNOTES) CONSISTENTLY APPLIED THROUGHOUT THE
PERIODS INVOLVED; AND (III) FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE ASSETS
AND LIABILITIES OF THE COMPANY AS OF THE DATES OF THE BALANCE SHEETS AND THE
FINANCIAL RESULTS OF THE COMPANY FOR THE PERIODS PRESENTED.
(B)
SCHEDULE 2.7(B) CONTAINS TRUE, ACCURATE AND
COMPLETE COPIES OF THE INTERIM UNAUDITED FINANCIAL STATEMENTS OF THE COMPANY,
CONSISTING OF THE BALANCE SHEET AND RELATED STATEMENT OF OPERATIONS AND
SHAREHOLDER'S EQUITY AS OF AND FOR THE THREE (3) MONTHS ENDED MARCH 31, 2005,
(COLLECTIVELY,