FOR LESS THAN ITS STATED AMOUNT, PAY MORE ON ANY LIABILITY THAN ITS
STATED AMOUNT OR ENTER INTO ANY OTHER TRANSACTION OTHER THAN IN THE REGULAR
COURSE OF BUSINESS
3.23
SEC REPORTS. THE COMPANY HAS FILED ALL REQUIRED SEC REPORTS SINCE
MARCH 2, 2007 THE DATE OF THE MERGER OF SHEA DEVELOPMENT CORP. AND INFORMATION
INTELLECT, INC. AND TO THE BEST OF THE COMPANY'S KNOWLEDGE ALL SEC FILINGS PRIOR
TO MARCH 2, 2007 HAVE BEEN FILED WITH THE SEC, EACH OF WHICH COMPLIED AT THE
TIME OF FILING IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE REQUIREMENTS OF THE
SECURITIES ACT AND THE EXCHANGE ACT, AS APPLICABLE, IN EACH CASE AS IN EFFECT ON
THE DATES SUCH FORMS REPORTS AND DOCUMENTS WERE FILED.
NONE OF THE COMPANY'S
SEC REPORTS CONTAINED WHEN FILED AN UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE STATED OR INCORPORATED BY
REFERENCE THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN IN LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE NOT MISLEADING, EXCEPT TO THE
EXTENT SUPERSEDED BY A SEC REPORT FILED SUBSEQUENTLY AND PRIOR TO THE DATE
HEREOF.
EXCEPT AS PUBLICLY DISCLOSED BY THE COMPANY SINCE THE FILING OF ITS
LAST SEC REPORT, THERE HAVE BEEN NO EVENTS, CHANGES OR EFFECTS WITH RESPECT TO
THE COMPANY WHICH THE COMPANY (I) WAS REQUIRED TO PUBLICLY DISCLOSE, IN A FILING
WITH THE SEC OR OTHERWISE, OR (II) WHICH WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON THE COMPANY'S FUTURE OPERATIONS OR FINANCIAL
CONDITION.
3.24
INFORMATION SUPPLIED BY COMPANY. NONE OF THE INFORMATION SUPPLIED
OR TO BE SUPPLIED BY THE COMPANY FOR INCLUSION IN THE JOINT PROXY-REGISTRATION
STATEMENT TO BE DELIVERED TO ITS SHAREHOLDERS IN CONNECTION WITH ANY WRITTEN
CONSENT BY OR MEETING OF SUCH SHAREHOLDERS, AT THE DATE ON WHICH SUCH
INFORMATION WAS SUPPLIED PRIOR TO THE TIME THE COMPANY'S SHAREHOLDERS WERE
REQUESTED TO APPROVE THE MERGER, CONTAINED OR WILL CONTAIN ANY UNTRUE STATEMENT
OR MATERIAL FACT OR OMITS OR WILL OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MATERIALLY MISLEADING.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
Parent and Merger Sub hereby, jointly and severally, represent and warrant to
the Company that (subject to such exceptions as are disclosed in the
corresponding Schedules with respect to specific sections of this Article 4) the
statements contained in this Article 4 are correct and complete as of the date
of this Agreement and will be correct and complete as of the Closing Date (as
though made then and as though the Closing Date were substituted for the date of
this Agreement throughout this Article 4, except in the case of representations
and warranties stated
18
to be made as of the date of this Agreement or as of another date and except for
changes contemplated or permitted by this