ANY OF ITS
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RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS TO THE BOARD OF DIRECTORS OF
THE COMPANY OR ANY COMMITTEE THEREOF OR TO ANY DIRECTOR OR OFFICER OF THE
COMPANY.
(D)
TO THE KNOWLEDGE OF THE COMPANY, NO EMPLOYEE OF THE COMPANY HAS
PROVIDED OR IS PROVIDING INFORMATION TO ANY LAW ENFORCEMENT AGENCY REGARDING THE
COMMISSION OR POSSIBLE COMMISSION OF ANY CRIME OR THE VIOLATION OR POSSIBLE
VIOLATION OF ANY LAW.
(E)
THE COMPANY HAS NOT ENGAGED IN ANY "OFF-BALANCE SHEET ARRANGEMENT"
(AS DEFINED IN ITEM 303(A)(4)(II) OF REGULATION S-K PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
2.5
ABSENCE OF UNDISCLOSED LIABILITIES.
AS OF THE DATE OF THIS
AGREEMENT AND IMMEDIATELY PRIOR TO THE CANCELLATION AND ISSUANCE, THE COMPANY
HAS NO LIABILITY AND THERE IS NO EXISTING CONDITION, SITUATION OR SET OF
CIRCUMSTANCES WHICH IS REASONABLY EXPECTED TO RESULT IN SUCH A LIABILITY, EXCEPT
FOR (A) LIABILITIES EXPRESSLY SET FORTH ON SCHEDULE 2.5, (B) LIABILITIES
REFLECTED OR RESERVED AGAINST IN THE BALANCE SHEET AS OF MARCH 31, 2006 (THE
"BALANCE SHEET DATE") INCLUDED IN THE COMPANY FINANCIAL STATEMENTS (THE "COMPANY
BALANCE SHEET"), AND (C) CURRENT LIABILITIES INCURRED IN THE ORDINARY COURSE
AFTER THE BALANCE SHEET DATE WHICH HAVE NOT HAD, OR WOULD NOT REASONABLY BE
EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT.
AS OF THE CLOSING, REORGANIZED
COMPANY SHALL HAVE NO LIABILITY AND THERE SHALL NOT BE ANY EXISTING CONDITION,
SITUATION OR SET OF CIRCUMSTANCES WHICH IS REASONABLY EXPECTED TO RESULT IN SUCH
A LIABILITY, EXCEPT FOR THE ASSUMED LIABILITIES.
2.6
ABSENCE OF CERTAIN CHANGES.
SINCE THE BALANCE SHEET DATE, THE
COMPANY HAS CONDUCTED ITS BUSINESS ONLY IN THE ORDINARY COURSE AND:
(A)
EXCEPT AS SET FORTH ON SCHEDULE 2.6 AND THE EFFECTS IN EXISTENCE
AS OF THE DATE HEREOF RESULTING FROM THE COMPANY BANKRUPTCY CASE, THERE HAS BEEN
NO:
(I)
DEVELOPMENT, CHANGE, EVENT OR OCCURRENCE THAT HAS HAD, OR WOULD
REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT;
(II)
PHYSICAL DAMAGE, DESTRUCTION OR LOSS IN AN AMOUNT EXCEEDING
$250,000
IN THE AGGREGATE AFFECTING THE ASSETS OF THE COMPANY THAT IS NOT
COVERED BY INSURANCE OR HAS NOT BEEN REMEDIED WITHIN 30 DAYS;
(B)
EXCEPT AS SET FORTH ON SCHEDULE 2.6, THE COMPANY HAS NOT, DIRECTLY
OR INDIRECTLY:
(I)
AMENDED OR OTHERWISE CHANGED ITS ARTICLES OF INCORPORATION,
BYLAWS OR COMPARABLE ORGANIZATIONAL DOCUMENTS;
(II)
(A) ISSUED, GRANTED OR SOLD ANY SHARES OF ITS CAPITAL STOCK,
(B) ISSUED, GRANTED OR SOLD ANY SECURITY, OPTION, WARRANT, CALL, SUBSCRIPTION OR
OTHER RIGHT OF ANY KIND, FIXED OR CONTINGENT, THAT DIRECTLY OR INDIRECTLY CALLS
FOR THE ISSUANCE, SALE, PLEDGE OR OTHER DISPOSITION OF ANY OF ITS SHARES OF
CAPITAL STOCK, OR (C) ENTERED INTO ANY AGREEMENT, COMMITMENT OR UNDERSTANDING
CALLING FOR ANY TRANSACTION REFERRED TO IN CLAUSE (A) OR (B) OF THIS PARAGRAPH
(II);
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(III)
DECLARED, SET ASIDE OR PAID ANY DIVIDEND OR OTHER DISTRIBUTION
(WHETHER IN CASH, STOCK, PROPERTY OR ANY COMBINATION THEREOF) IN RESPECT OF ANY
SHARES OF ITS CAPITAL STOCK, OR PURCHASED, REDEEMED OR