SUCH PURCHASED ASSETS ARE FREE AND
CLEAR OF ANY LIENS OTHER THAN THE PERMITTED LIENS.
5.4
NO BREACH; REQUIRED APPROVALS.
THE
EXECUTION AND DELIVERY BY THE SELLER AND PARENT OF THIS AGREEMENT, THE
CONSUMMATION BY THEM OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE
PERFORMANCE BY THEM OF THEIR OBLIGATIONS UNDER THIS AGREEMENT:
(A)
WILL NOT VIOLATE (I) ANY PROVISION OF THE
CHARTER OR BYLAWS OF SUCH PARTIES, (II) ANY LAWS, ORDERS, DECREES, JUDGMENTS OR
RULINGS OF ANY JUDICIAL OR GOVERNMENTAL BODY APPLICABLE TO THE SELLER OR PARENT,
OR (III) EXCEPT TO THE EXTENT THAT ANY THIRD PARTY CONSENT OR APPROVAL IS
REQUIRED TO CONVEY SAME TO BUYER AS DISCLOSED PURSUANT TO SECTION 5.4(B), ANY
PROVISION OF ANY FACILITIES LEASE, SOFTWARE LICENSE OR ASSIGNED CONTRACT; AND
13
(B)
EXCEPT AS SHOWN ON SCHEDULE 5.4 ATTACHED
HERETO, WILL NOT REQUIRE THE SELLER OR PARENT TO OBTAIN ANY CONSENTS OR
APPROVALS OF, OR MAKE ANY FILINGS WITH OR GIVE ANY NOTICES TO, ANY GOVERNMENTAL
BODIES OR ANY OTHER PERSON AND WILL NOT VIOLATE, RESULT IN THE BREACH OF, OR
CONSTITUTE (OR WITH NOTICE OR LAPSE OF TIME OR BOTH, CONSTITUTE) A DEFAULT UNDER
ANY CONTRACT, LEASE, LICENSE OR OTHER AGREEMENT TO WHICH THE SELLER OR PARENT IS
A PARTY OR IS BOUND.
5.5
BOOKS AND RECORDS.
THE BOOKS OF ACCOUNT AND
OTHER RECORDS OF SELLER, ALL OF WHICH HAVE BEEN OR SHALL BE MADE AVAILABLE TO
BUYER, ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND HAVE BEEN
MAINTAINED IN ACCORDANCE WITH SOUND BUSINESS PRACTICES.
5.6
TAX MATTERS.
EXCEPT AS DISCLOSED ON
SCHEDULE 5.6:
(A)
CLAIMS AND ASSESSMENTS.
THERE ARE NO PENDING
ISSUES RAISED IN AN EXAMINATION BY ANY TAXING AUTHORITY THAT MIGHT GIVE RISE TO
CLAIMS FOR TAXES OR ASSESSMENTS UPON, AND THERE ARE NO TAX LIENS OUTSTANDING OR,
TO THE KNOWLEDGE OF SELLER OR PARENT, THREATENED AGAINST, THE PURCHASED ASSETS;
(B)
WITHHOLDING TAXES.
SELLER HAS WITHHELD AND
PAID, OR CAUSED TO BE PAID, ALL TAXES REQUIRED TO HAVE BEEN WITHHELD AND PAID IN
CONNECTION WITH AMOUNTS PAID OR OWING TO ANY EMPLOYEE, INDEPENDENT CONTRACTOR,
CREDITOR, STOCKHOLDER, OR OTHER THIRD PARTY;
(C)
TAXES RELATING TO TRANSACTION.
THE
TRANSACTIONS CONTEMPLATED HEREIN ARE NOT SUBJECT TO TAX WITHHOLDING UNDER ANY
PROVISIONS OF LAW AND SELLER AND PARENT SHALL BE SOLELY RESPONSIBLE FOR THE
PAYMENT OF ALL SALES, USE AND SIMILAR TAXES WHICH MAY BE IMPOSED BY REASON OF
ANY TRANSFERS PROVIDED FOR IN THIS AGREEMENT.
5.7
FINANCIAL MATTERS
(A)
INCOME STATEMENTS DELIVERED TO BUYER.
AT
SCHEDULE 5.7(A) ARE THE FOLLOWING FINANCIAL STATEMENTS OF SELLER ("INCOME
STATEMENTS"): (I) AN UNAUDITED INCOME STATEMENT FOR THE PERIOD FROM SEPTEMBER,
2005 THROUGH FEBRUARY, 2006, AND (II) AN UNAUDITED INCOME STATEMENT FOR MARCH,
2006.
THE INCOME STATEMENTS ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS,
WERE PREPARED BASED ON GAAP (SUBJECT TO CHANGES RESULTING FROM AUDIT AND NORMAL
YEAR-END ADJUSTMENTS AND SUBJECT TO THE ABSENCE OF FOOTNOTES) CONSISTENTLY
APPLIED THROUGHOUT THE PERIODS COVERED THEREBY, PRESENT FAIRLY THE RESULTS OF
OPERATIONS OF SELLER FOR SUCH PERIODS, AND HAVE BEEN