NOT AVAILABLE ON THE EDGAR
SYSTEM.
AS OF THEIR RESPECTIVE DATES, THE SEC DOCUMENTS COMPLIED IN ALL
MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE 1934 ACT AND THE RULES AND
REGULATIONS OF THE SEC PROMULGATED THEREUNDER APPLICABLE TO THE SEC DOCUMENTS,
AND NONE OF THE SEC DOCUMENTS, AT THE TIME THEY WERE FILED WITH THE SEC,
CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
AS OF THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE
COMPANY INCLUDED IN THE SEC DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL
RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND
REGULATIONS OF THE SEC WITH RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE
BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,
CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY BE
OTHERWISE
9
INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, OR (II) IN THE CASE
OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY EXCLUDE FOOTNOTES OR MAY
BE CONDENSED OR SUMMARY STATEMENTS) AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS
THE FINANCIAL POSITION OF THE COMPANY AS OF THE DATES THEREOF AND THE RESULTS OF
ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED (SUBJECT, IN THE CASE
OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS).
NO OTHER
INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY TO THE BUYERS WHICH IS NOT
INCLUDED IN THE SEC DOCUMENTS, INCLUDING, WITHOUT LIMITATION, INFORMATION
REFERRED TO IN SECTION 2(D) OF THIS AGREEMENT, CONTAINS ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE
THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCE UNDER WHICH THEY ARE OR
WERE MADE AND NOT MISLEADING.
(L)
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS DISCLOSED IN SCHEDULE
3(L), SINCE DECEMBER 31, 2005, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE AND NO
MATERIAL ADVERSE DEVELOPMENT IN THE BUSINESS, PROPERTIES, OPERATIONS, CONDITION
(FINANCIAL OR OTHERWISE), RESULTS OF OPERATIONS OR PROSPECTS OF THE COMPANY OR
ITS SUBSIDIARIES.
EXCEPT AS DISCLOSED IN SCHEDULE 3(1), SINCE OCTOBER 7, 2005,
THE COMPANY HAS NOT (I) DECLARED OR PAID ANY DIVIDENDS, (II) SOLD ANY ASSETS,
INDIVIDUALLY OR IN THE AGGREGATE, IN EXCESS OF $100,000 OUTSIDE OF THE ORDINARY
COURSE OF BUSINESS OR (III) HAD CAPITAL EXPENDITURES, INDIVIDUALLY OR IN THE
AGGREGATE, IN EXCESS OF $100,000.
THE COMPANY HAS NOT TAKEN ANY STEPS TO SEEK
PROTECTION PURSUANT TO ANY BANKRUPTCY LAW NOR DOES THE COMPANY HAVE ANY
KNOWLEDGE OR REASON TO BELIEVE THAT ITS CREDITORS INTEND TO INITIATE INVOLUNTARY
BANKRUPTCY PROCEEDINGS OR ANY ACTUAL KNOWLEDGE OF ANY FACT WHICH WOULD
REASONABLY LEAD A CREDITOR TO DO SO.
THE COMPANY AND ITS SUBSIDIARIES,
INDIVIDUALLY AND ON A CONSOLIDATED BASIS, WILL NOT, AFTER GIVING EFFECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY TO OCCUR AT THE CLOSING, BE INSOLVENT (AS
DEFINED BELOW).
FOR PURPOSES OF