IN A VIOLATION OR BREACH OF, OR CONSTITUTE (WITH OR
WITHOUT DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT (OR GIVE RISE TO ANY
RIGHT OF TERMINATION, MODIFICATION, CANCELLATION OR ACCELERATION OR LOSS OF
BENEFITS) UNDER, ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY CONTRACT TO
WHICH SELLER IS A PARTY OR TO WHICH IT OR THE TRANSFERRED ASSETS MAY BE SUBJECT
OR WHICH IS INCLUDED IN THE TRANSFERRED ASSETS OR THE ASSUMED LIABILITIES OR
(C) VIOLATE ANY PERMIT APPLICABLE TO SELLER, THE TRANSFERRED ASSETS, THE ASSUMED
LIABILITIES OR THE BUSINESS; EXCEPT IN THE CASES OF CLAUSES (B) OR (C) FOR THOSE
VIOLATIONS, BREACHES OR DEFAULTS THAT WOULD REASONABLY BE EXPECTED TO NOT HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 3.03.
CONSENTS AND APPROVALS.
EXCEPT AS SET
FORTH ON SCHEDULE 3.03, THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS BY SELLER DO NOT, AND THE PERFORMANCE OF THIS AGREEMENT AND
EACH OF THE ANCILLARY AGREEMENTS BY SELLER WILL NOT, REQUIRE ANY CONSENT OF ANY
GOVERNMENTAL AUTHORITY EXCEPT AS SUCH MAY HAVE BEEN OBTAINED, TAKEN OR MADE ON
OR PRIOR TO THE DATE HEREOF (OTHER THAN PRE-CONSUMMATION TRADE OR COMPETITION
FILINGS RELATING TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AS TO WHICH
NO REPRESENTATION IS MADE ALTHOUGH NO CONCESSION IS MADE THAT ANY SUCH FILINGS
ARE REQUIRED).
OTHER THAN MINISTERIAL FILINGS WITH MEXICAN GOVERNMENTAL
AUTHORITIES, NO CONSENTS ARE REQUIRED IN ORDER FOR BUYER TO MOVE THE TRANSFERRED
ASSETS OUTSIDE OF MEXICO.
SECTION 3.04.
FINANCIAL STATEMENTS.
(A)
SCHEDULE 3.04(A) SETS FORTH A COMPLETE AND
ACCURATE COPY OF THE UNAUDITED CONSOLIDATED STATEMENTS OF INCOME FOR THE
BUSINESS AS OF AND FOR EACH OF THE YEARS ENDED MARCH 31, 2008, MARCH 31, 2007
AND MARCH 31, 2006 (PROVIDED THAT THE CONSOLIDATED STATEMENT OF INCOME FOR THE
YEAR ENDED MARCH 31, 2006 SHALL NOT INCLUDE ANY REVENUE OR RELATED FINANCIAL
INFORMATION RELATING TO OPERATION OF THE ARCO TANGIBLE ASSETS), RESPECTIVELY
(COLLECTIVELY, THE "FINANCIAL STATEMENTS"), AND A COMPLETE AND ACCURATE COPY OF
THE UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AS OF AND FOR THE QUARTER ENDED
JUNE 30, 2008 (THE "INTERIM FINANCIAL STATEMENTS").
(B)
SINCE JUNE 30, 2008, THE BUSINESS HAS BEEN
CONDUCTED ONLY IN THE ORDINARY COURSE CONSISTENT WITH PAST PRACTICE AND THERE
HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE BUSINESS OPERATIONS, CONDITIONS OR
PROSPECTS, FINANCIAL OR OTHERWISE, WITH RESPECT TO THE BUSINESS OR THE
TRANSFERRED ASSETS AND, TO SELLER'S KNOWLEDGE, NO SUCH CHANGE HAS BEEN
THREATENED NOR IS IT PENDING.
(C)
THE FINANCIAL STATEMENTS AND THE INTERIM
FINANCIAL STATEMENTS (AS OF THE DATE THEREOF AND FOR THE PERIODS COVERED
THEREBY) (I) HAVE BEEN PREPARED IN ACCORDANCE WITH THE BOOKS AND RECORDS OF
SELLER AND THE BUSINESS, (II) ARE TRUE, COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS AND PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE RESULTS OF OPERATIONS
OF THE BUSINESS FOR THE PERIODS INDICATED AND (III) HAVE BEEN PREPARED IN
ACCORDANCE WITH BUSINESS ACCOUNTING PRINCIPLES.
9
SECTION 3.05.
TITLE TO TRANSFERRED ASSETS; CONDITION AND
SUFFICIENCY OF ASSETS.
(A)