BALANCE SHEET, CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY AND CONSOLIDATED CASH FLOW STATEMENT), AS OF AND FOR THE FISCAL YEARS
ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2002 (THE "ANNUAL FINANCIAL
STATEMENTS") AND UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2004 (THE "INTERIM FINANCIAL STATEMENTS" AND, TOGETHER WITH
THE ANNUAL FINANCIAL STATEMENTS, THE "FINANCIAL STATEMENTS"), WHICH FINANCIAL
STATEMENTS ARE ATTACHED HERETO AS SCHEDULE 2.17. THE FINANCIAL STATEMENTS ARE
TRUE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS, ARE IN ACCORDANCE WITH THE
BOOKS AND RECORDS OF THE COMPANY, AND PRESENT FAIRLY THE FINANCIAL POSITION OF
THE COMPANY AS OF AND AT THE DATES INDICATED AND THE RESULTS OF THEIR OPERATIONS
AND CASH FLOWS FOR THE PERIODS SPECIFIED.
THE FINANCIAL STATEMENTS HAVE BEEN
PREPARED IN CONFORMITY WITH INTERNATIONAL STANDARDS ON ACCOUNTING ("ISA") ON A
CONSISTENT BASIS THROUGHOUT THE PERIODS INVOLVED, EXCEPT AS MAY BE EXPRESSLY
STATED IN THE RELATED NOTES THERETO AND SUBJECT, IN THE CASE OF THE INTERIM
FINANCIAL STATEMENTS TO NORMAL YEAR END ADJUSTMENTS AND THE OMISSION OF CERTAIN
FOOTNOTES THAT MAY BE REQUIRED BY ISA.
EXCEPT AS SET FORTH IN THE FINANCIAL
STATEMENTS, THE COMPANY DOES NOT HAVE ANY LIABILITIES (WHETHER ACCRUED,
ABSOLUTE, UNLIMITED, CONTINGENT OR OTHERWISE, WHETHER DUE OR TO BECOME DUE, AND
REGARDLESS OF WHEN ASSERTED) ARISING OUT OF TRANSACTIONS ENTERED INTO AT OR
PRIOR TO THE CLOSING, OR ANY ACTION OR INACTION AT OR PRIOR TO THE CLOSING OR
ANY STATE OF FACTS EXISTING AT OR PRIOR TO THE CLOSING OTHER THAN (I) IMMATERIAL
LIABILITIES AND OBLIGATIONS, THAT HAVE ARISEN AFTER SEPTEMBER 30, 2004 IN THE
ORDINARY COURSE OF BUSINESS (NONE OF WHICH IS A LIABILITY RESULTING FROM BREACH
OF CONTRACT, BREACH OF WARRANTY, INFRINGEMENT, CLAIM OR LAWSUIT), OR (II)
OBLIGATIONS THAT WOULD NOT BE REQUIRED TO BE REFLECTED IN FINANCIAL STATEMENTS
PRESENTED IN ACCORDANCE WITH ISA.
ISA, AS IT APPLIES TO THE FINANCIAL
STATEMENTS, IS NOT MATERIALLY DIFFERENT THAN GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AS APPLIED IN THE UNITED STATES.
THE CONSOLIDATED INCOME STATEMENTS
INCLUDED IN THE FINANCIAL STATEMENTS DO NOT CONTAIN ANY MATERIAL ITEMS OF
NON-RECURRING INCOME OR OTHER INCOME NOT EARNED IN THE ORDINARY COURSE OF
BUSINESS EXCEPT AS EXPRESSLY SPECIFIED THEREIN.
2.18
CHANGES.
EXCEPT AS SET FORTH IN SCHEDULE 2.18, SINCE SEPTEMBER 30,
2004, THERE HAS NOT BEEN:
(A)
ANY CHANGE IN THE ASSETS, LIABILITIES, FINANCIAL CONDITION, OR
OPERATING RESULTS OF THE COMPANY FROM THAT REFLECTED IN THE FINANCIAL
STATEMENTS, EXCEPT FOR CHANGES IN THE ORDINARY COURSE OF BUSINESS THAT HAVE NOT
BEEN, IN THE AGGREGATE, MATERIALLY ADVERSE;
(B)
ANY DAMAGE, DESTRUCTION OR LOSS, WHETHER OR NOT COVERED BY
INSURANCE, MATERIALLY AFFECTING THE BUSINESS, PROPERTIES, PROSPECTS, OR
FINANCIAL CONDITION OF THE COMPANY (AS SUCH BUSINESS IS PRESENTLY CONDUCTED AND
AS IT IS PRESENTLY PROPOSED TO BE CONDUCTED);
(C)
ANY WAIVER OR COMPROMISE BY THE COMPANY OF A VALUABLE RIGHT OR OF
A MATERIAL DEBT OWED TO IT;
(D)
ANY SATISFACTION OR DISCHARGE OF ANY LIEN, CLAIM, OR ENCUMBRANCE
OR PAYMENT OF ANY OBLIGATION BY THE COMPANY, EXCEPT IN THE