OF
THIS AGREEMENT.
ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS
(INCLUDING EXHIBITS) FILED BY SELLER WITH THE SEC PURSUANT TO THE SECURITIES ACT
AND THE EXCHANGE ACT SINCE DECEMBER 31, 2004 ARE REFERRED TO HEREIN AS THE
"SELLER SEC FILINGS."
EXCEPT AS SET FORTH ON SCHEDULE 2.6(A), THE SELLER SEC
FILINGS (I) WERE PREPARED IN COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH THE
APPLICABLE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT, AS THE CASE
MAY BE,
11
AND THE RULES AND REGULATIONS THEREUNDER, AND (II) DID NOT AT THE TIME THEY WERE
FILED CONTAIN ANY UNTRUE STATEMENT OF MATERIAL FACT OR OMIT TO STATE A MATERIAL
FACT REQUIRED TO BE STATED IN SUCH SELLER SEC FILINGS OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT
FALSE OR MISLEADING, EXCEPT TO THE EXTENT CORRECTED PRIOR TO THE DATE OF THIS
AGREEMENT BY A SUBSEQUENTLY FILED SELLER SEC FILING; PROVIDED, HOWEVER, THAT
SELLER IS NOT MAKING ANY REPRESENTATIONS PURSUANT TO THIS SECTION 2.6(A) WITH
RESPECT TO INFORMATION CONTAINED IN THE SELLER SEC FILINGS THAT DOES NOT RELATE
DIRECTLY TO THE MAMMOGRAPHY BUSINESS OR THE MAMMOGRAPHY INTELLECTUAL PROPERTY.
(B) EXCEPT AS SET FORTH IN SCHEDULE 2.6(B), EACH OF THE CONSOLIDATED FINANCIAL
STATEMENTS (INCLUDING, IN EACH CASE, ANY RELATED NOTES THERETO) CONTAINED IN THE
SELLER SEC FILINGS, (I) COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH THE
THEN CURRENT PUBLISHED RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO,
(II) WERE PREPARED IN ACCORDANCE WITH U.S. GAAP ("GAAP") APPLIED ON A CONSISTENT
BASIS THROUGHOUT THE PERIODS INVOLVED (EXCEPT AS MAY BE INDICATED IN THE NOTES
THERETO OR, IN THE CASE OF UNAUDITED INTERIM FINANCIAL STATEMENTS, AS MAY BE
PERMITTED BY THE SEC ON FORM 10-Q UNDER THE EXCHANGE ACT) AND (III)
PRESENT
FAIRLY IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF SELLER
AND ITS SUBSIDIARIES AT THE RESPECTIVE DATES THEREOF AND THE CONSOLIDATED
RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS INDICATED, EXCEPT THAT
THE UNAUDITED INTERIM FINANCIAL STATEMENTS WERE OR ARE SUBJECT TO NORMAL AND
RECURRING YEAR-END ADJUSTMENTS WHICH WERE NOT, OR ARE NOT EXPECTED TO BE,
MATERIAL IN AMOUNT.
THE CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE
SELLER SEC FILINGS ARE REFERRED TO HEREINAFTER AS THE "SELLER FINANCIAL
STATEMENTS."
THE BALANCE SHEET DATED MARCH 31, 2005 CONTAINED IN THE SELLER
FINANCIAL STATEMENTS IS REFERRED TO HEREINAFTER AS THE "BASE BALANCE SHEET."
AT
THE RESPECTIVE DATES OF THE SELLER FINANCIAL STATEMENTS, THERE WERE NO MATERIAL
LIABILITIES OF SELLER, WHICH, IN ACCORDANCE WITH GAAP, SHOULD HAVE BEEN RESERVED
FOR IN THE SELLER FINANCIAL STATEMENTS AND/OR DISCLOSED IN THE NOTES THERETO,
WHICH ARE NOT RESERVED FOR IN THE SELLER FINANCIAL STATEMENTS AND/OR DISCLOSED
IN THE NOTES THERETO.
SECTION 2.7
ABSENCE OF CERTAIN CHANGES.
Except as set forth on Schedule 2.7, since the date of the Base Balance Sheet
there has not been:
(A) ANY PURCHASE, SALE OR OTHER DISPOSITION, OR ANY AGREEMENT OR OTHER
ARRANGEMENT FOR THE PURCHASE, SALE OR