THE "EMRISE SEC DOCUMENTS") COMPLIES IN ALL
MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED (THE "EXCHANGE ACT") AND THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND NONE OF THE EMRISE SEC DOCUMENTS CONTAINS ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS MADE THEREIN, IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING, EXCEPT TO THE EXTENT
CORRECTED BY A SUBSEQUENTLY FILED EMRISE SEC DOCUMENT.
THE FINANCIAL STATEMENTS
OF EMRISE, INCLUDING THE NOTES THERETO, INCLUDED IN THE EMRISE SEC DOCUMENTS
(THE "EMRISE FINANCIAL STATEMENTS") ARE COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF THEIR RESPECTIVE DATES, COMPLY AS TO FORM IN ALL MATERIAL
RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND WITH THE PUBLISHED
RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO AS OF THEIR RESPECTIVE
DATES, AND HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A BASIS CONSISTENT THROUGHOUT THE
PERIODS INDICATED AND CONSISTENT WITH EACH OTHER (EXCEPT AS MAY BE INDICATED IN
THE NOTES THERETO, OR IN THE CASE OF UNAUDITED STATEMENTS INCLUDED IN QUARTERLY
REPORTS ON FORM 10-Q, AS PERMITTED BY FORM 10-Q OF THE SEC).
THE EMRISE
FINANCIAL STATEMENTS FAIRLY PRESENT THE CONSOLIDATED FINANCIAL CONDITION AND
OPERATING RESULTS OF EMRISE AT THE DATES AND DURING THE PERIODS INDICATED
THEREIN (SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL, RECURRING
YEAR-END ADJUSTMENTS).
4.10
ABSENCE OF UNDISCLOSED LIABILITIES.
EMRISE HAS
NO MATERIAL OBLIGATIONS OR LIABILITIES OF ANY NATURE (MATURED OR UNMATURED,
FIXED OR CONTINGENT) OTHER THAN (I) THOSE SET FORTH OR ADEQUATELY PROVIDED FOR
IN THE BALANCE SHEET INCLUDED IN EMRISE'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2007 (THE "EMRISE BALANCE SHEET"), (II) THOSE
INCURRED IN THE ORDINARY COURSE OF BUSINESS AND NOT REQUIRED TO BE SET FORTH IN
THE EMRISE BALANCE SHEET UNDER UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, AND (III) THOSE INCURRED IN THE ORDINARY COURSE OF BUSINESS SINCE
THE DATE OF THE EMRISE BALANCE SHEET AND CONSISTENT WITH PAST PRACTICE.
4.11
APPROVAL OF SENIOR LENDER.
THE CONTEMPLATED
TRANSACTIONS HAVE BEEN APPROVED BY EMRISE'S SENIOR LENDER SUBJECT TO
SATISFACTION OF (I) THE CONDITIONS PRECEDENT SET FORTH IN ARTICLES VII AND
(II) CONDITIONS PRECEDENT TO EXTENSION OF CREDIT TO EMRISE SET FORTH IN THE
CREDIT AGREEMENT WITH THE SENIOR LENDER.
ARTICLE V
COVENANTS OF SELLERS AND THE COMPANY PRIOR TO CLOSING
5.1
ACCESS AND INVESTIGATION.
BETWEEN THE DATE
OF THIS AGREEMENT AND THE CLOSING, SELLERS AND THE COMPANY WILL, AND WILL CAUSE
THEIR REPRESENTATIVES TO, UPON REASONABLE NOTICE, PROVIDE BUYER AND ITS
REPRESENTATIVES FULL ACCESS DURING NORMAL BUSINESS HOURS TO EACH OF PARENT'S AND
THE COMPANY'S PREMISES AND FACILITIES AND ALL BOOKS, RECORDS, CONTRACTS,
FINANCIAL STATEMENTS AND OTHER DATA (FINANCIAL OR OTHERWISE) REGARDING THEIR
RESPECTIVE OPERATIONS, AND FURNISH COPIES OF ALL MATERIALS RELATING TO THE
BUSINESS, AFFAIRS, OPERATIONS, PROPERTIES, ASSETS OR LIABILITIES OF EACH OF
PARENT