IN ALL MATERIAL
RESPECTS AND EACH PRESENT FAIRLY, IN ALL MATERIAL RESPECTS, THE FINANCIAL
POSITION AND RESULTS OF OPERATIONS OF PARENT AS AT THE RESPECTIVE DATES THEREOF
AND FOR THE RESPECTIVE PERIODS INDICATED THEREIN, EXCEPT AS OTHERWISE NOTED
THEREIN (SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL AND RECURRING
IMMATERIAL YEAR-END ADJUSTMENTS).
THE PARENT'S CONSOLIDATED FINANCIAL
STATEMENTS HAVE BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
SINCE THE DATE OF THE LAST FINANCIAL STATEMENTS OF PARENT, THERE HAS BEEN NO
CHANGE IN ANY ACCOUNTING POLICIES, PRINCIPLES, METHODS OR PRACTICES, INCLUDING
ANY CHANGE WITH RESPECT TO RESERVES (WHETHER FOR BAD DEBTS, CONTINGENT
LIABILITIES OR OTHERWISE), OF PARENT.
(B)
EXCEPT AS AND TO THE EXTENT SET FORTH OR
RESERVED AGAINST ON THE CONSOLIDATED BALANCE SHEET OF PARENT, NONE OF PARENT OR
ANY SUBSIDIARY OF PARENT HAS ANY LIABILITIES OR OBLIGATIONS OF ANY NATURE
(WHETHER ACCRUED, ABSOLUTE, CONTINGENT OR OTHERWISE) THAT WOULD BE REQUIRED TO
BE REFLECTED ON A BALANCE SHEET OR IN NOTES THERETO, EXCEPT FOR LIABILITIES OR
OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE SINCE JANUARY 1, 2007.
24
3.5
No Conflicts.
The consummation by the
Parent and Merger Sub of the transactions contemplated hereby do not and will
not:
(A)
CONFLICT WITH OR RESULT IN A VIOLATION OR
BREACH OF ANY TERMS, CONDITIONS OR PROVISIONS OF THE ARTICLES OF INCORPORATION
OR BYLAWS, AS AMENDED, OR EQUIVALENT DOCUMENTS OF THE PARENT AND MERGER SUB;
(B)
CONFLICT WITH OR RESULT IN A VIOLATION OR
BREACH OF ANY LAW OR ORDER APPLICABLE TO THE PARENT AND MERGER SUB OR BY WHICH
ANY OF THEIR ASSETS AND PROPERTIES ARE BOUND OR AFFECTED; OR
(C)
(I) CONFLICT WITH OR RESULT IN A VIOLATION
OR BREACH OF, (II) CONSTITUTE A DEFAULT (OR AN EVENT THAT, WITH OR WITHOUT
NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT) UNDER, (III)
REQUIRE THE PARENT OR MERGER SUB TO OBTAIN ANY CONSENT, APPROVAL OR ACTION OF,
MAKE ANY FILING WITH OR GIVE ANY NOTICE TO ANY PERSON AS A RESULT OR UNDER THE
TERMS OF (EXCEPT FOR FILINGS WITH THE NEVADA SECRETARY OF STATE AND THE
SECURITIES AND EXCHANGE COMMISSION, AS NECESSITATED BY THIS TRANSACTION AND
DESCRIBED ON SCHEDULE 3.5(C), (IV) RESULT IN OR GIVE TO ANY PERSON ANY RIGHT OF
TERMINATION, CANCELLATION, ACCELERATION OR MODIFICATION IN OR WITH RESPECT TO,
(V) RESULT IN OR GIVE TO ANY PERSON ANY ADDITIONAL RIGHTS OR ENTITLEMENT TO
INCREASED, ADDITIONAL, ACCELERATED OR GUARANTEED PAYMENTS OR PERFORMANCE UNDER,
(VI) RESULT IN THE CREATION OR IMPOSITION OF (OR THE OBLIGATION TO CREATE OR
IMPOSE) ANY LIEN UPON THE PARENT OR MERGER SUB OR ANY OF THEIR ASSETS AND
PROPERTIES UNDER OR (VII) RESULT IN THE LOSS OF A MATERIAL BENEFIT UNDER, ANY OF
THE TERMS, CONDITIONS OR PROVISIONS OF ANY CONTRACT OR LICENSE TO WHICH THE
PARENT OR MERGER SUB ARE A PARTY OR BY WHICH THE PARENT OR MERGER SUB OR THEIR
ASSETS AND PROPERTIES ARE BOUND OR AFFECTED.
3.6
Books and Records;