ASSURANCE OR GUARANTEE THAT ACTUAL
FINANCIAL PERFORMANCE WILL, IN ANY RESPECT, BE AS INDICATED THEREIN.
(I)
ABSENCE OF MATERIAL ADVERSE EFFECT; CONDUCT OF BUSINESS.
(I)
SINCE THE BALANCE SHEET DATE, EXCEPT AS SET FORTH ON
SCHEDULE 6.1(I) HERETO, ALT HAS OPERATED IN THE ORDINARY COURSE OF BUSINESS AND
THERE HAS NOT BEEN:
(1)
ANY MATERIAL ADVERSE CHANGE IN THE ASSETS, PROPERTIES, BUSINESS,
OPERATIONS, PROSPECTS, NET INCOME OR FINANCIAL CONDITION OF ALT AND, TO THE
KNOWLEDGE OF SELLER, NO FACTOR, EVENT, CONDITION, CIRCUMSTANCE OR PROSPECTIVE
DEVELOPMENT EXISTS WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT;
(2)
ANY MATERIAL LOSS, DAMAGE, DESTRUCTION OR OTHER CASUALTY TO THE
PROPERTY OR OTHER ASSETS OF ALT, WHETHER OR NOT COVERED BY INSURANCE;
(3)
ANY CHANGE IN ANY METHOD OF ACCOUNTING OR ACCOUNTING PRACTICE OF
ALT; OR
(4)
ANY LOSS OF THE EMPLOYMENT, SERVICES OR BENEFITS OF ANY KEY
EMPLOYEE OF ALT.
(II)
SINCE THE BALANCE SHEET DATE, EXCEPT AS SET FORTH IN
SCHEDULE 6.1(J) HERETO, ALT HAS NOT:
(1)
INCURRED ANY MATERIAL OBLIGATION OR LIABILITY (WHETHER ABSOLUTE,
ACCRUED, CONTINGENT OR OTHERWISE), EXCEPT IN THE ORDINARY COURSE OF BUSINESS;
(2)
MORTGAGED, PLEDGED OR SUBJECTED TO ANY LIEN ANY OF ITS PROPERTY OR
OTHER ASSETS EXCEPT IN THE ORDINARY COURSE OF BUSINESS, AND EXCEPT FOR MECHANICS
AND MATERIALMEN'S LIENS AND LIENS FOR TAXES NOT YET DUE AND PAYABLE;
(3)
SOLD OR TRANSFERRED ANY MATERIAL ASSETS OR CANCELLED ANY DEBTS OR
CLAIMS OR WAIVED ANY RIGHTS OF MATERIAL VALUE, EXCEPT IN THE ORDINARY COURSE OF
BUSINESS ;
(4)
DEFAULTED ON ANY MATERIAL OBLIGATION;
(5)
ENTERED INTO ANY MATERIAL TRANSACTION, EXCEPT IN THE ORDINARY
COURSE OF BUSINESS ;
23
(6)
WRITTEN DOWN THE VALUE OF ANY INVENTORY OR WRITTEN OFF AS
UNCOLLECTIBLE ANY ACCOUNTS RECEIVABLE OR ANY PORTION THEREOF NOT REFLECTED IN
THE ALT FINANCIAL STATEMENTS EXCEPT IN THE ORDINARY COURSE OF BUSINESS;
(7)
GRANTED ANY INCREASE IN THE COMPENSATION OR BENEFITS OF EMPLOYEES
OTHER THAN INCREASES IN ACCORDANCE WITH PAST PRACTICE NOT EXCEEDING 10% OR
ENTERED INTO ANY EMPLOYMENT OR SEVERANCE AGREEMENT OR ARRANGEMENT WITH ANY OF
THEM;
(8)
INCURRED ANY OBLIGATION OR LIABILITY TO ANY EMPLOYEE FOR THE
PAYMENT OF SEVERANCE BENEFITS OF MORE THAN $1,000; OR
(9)
ENTERED INTO ANY AGREEMENT OR MADE ANY COMMITMENT TO DO ANY OF THE
FOREGOING.
(J)
TAXES.
EXCEPT AS SET FORTH ON SCHEDULE 6.1(G) OR
SCHEDULE 6.1(J), ALT AND, FOR ANY PERIOD DURING ALL, OR PART OF WHICH, THE TAX
LIABILITY OF ANY OTHER CORPORATION OR ENTITY WAS DETERMINED ON A COMBINED OR
CONSOLIDATED BASIS WITH ALT ANY SUCH OTHER CORPORATION OR ENTITY, HAVE FILED
TIMELY ALL FEDERAL, STATE, LOCAL AND FOREIGN TAX RETURNS, REPORTS AND
DECLARATIONS REQUIRED TO BE FILED (OR HAVE OBTAINED OR TIMELY APPLIED FOR AN
EXTENSION WITH RESPECT TO SUCH FILING) CURRENTLY REFLECTING THE TAXES (AS
DEFINED BELOW) AND ALL OTHER INFORMATION REQUIRED TO BE REPORTED THEREON, AND
HAVE PAID, OR MADE ADEQUATE PROVISION FOR THE PAYMENT OF, ALL TAXES WHICH ARE
DUE PURSUANT TO SUCH RETURNS OR ARE PURSUANT TO ANY