CASH FLOW AND STOCKHOLDERS' EQUITY FOR THE NINE (9) MONTH PERIOD
THEN ENDED.
SUCH FINANCIAL STATEMENTS OF THE COMPANY ARE ALL IN ACCORDANCE WITH
GAAP.
4.07
NO UNDISCLOSED LIABILITIES.
EXCEPT AS DISCLOSED IN THE FINANCIAL
STATEMENTS, SCHEDULE 4.07, OR OTHERWISE IN THIS AGREEMENT AND THE SCHEDULES
HERETO, AND EXCEPT FOR LIABILITIES AND OBLIGATIONS INCURRED SINCE THE DATE OF
THE INTERIM BALANCE SHEET IN THE ORDINARY COURSE OF BUSINESS, TO THE KNOWLEDGE
OF SELLER, THE COMPANY HAS NO LIABILITIES OF THE TYPE REQUIRED TO BE REFLECTED
IN FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP WHICH WOULD HAVE A MATERIAL
ADVERSE EFFECT WHICH ARE NOT REFLECTED OR RESERVED AGAINST IN THE INTERIM
BALANCE SHEET.
4.08
ABSENCE OF CERTAIN CHANGES.
TO THE KNOWLEDGE OF SELLER, EXCEPT AS
DISCLOSED ON SCHEDULE 4.08 OR AS MAY BE REQUIRED BY THE BANKRUPTCY COURT, SINCE
THE DATE OF THE INTERIM BALANCE SHEET, (A) THERE HAS NOT BEEN ANY MATERIAL
ADVERSE EFFECT, PROVIDED THAT, SELLER MAKES NO REPRESENTATIONS WITH RESPECT TO
(I) BUSINESS OR ECONOMIC CONDITIONS WHICH ARE GENERALLY APPLICABLE
18
TO COMPANIES IN THE COMPANY'S INDUSTRY, (II) CHANGES IN GENERAL BUSINESS OR
ECONOMIC CONDITIONS; (III) ANY CHANGE RESULTING FROM THE ANNOUNCEMENT OR
PENDENCY OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; OR (IV) ANY
CHANGE RESULTING FROM COMPLIANCE BY THE SELLER WITH THE TERMS OF, OR THE TAKING
OF ANY ACTION REQUIRED BY, THIS AGREEMENT, AND (B) THE COMPANY HAS NOT SUFFERED
ANY MATERIAL DAMAGE OR DESTRUCTION TO ANY OF ITS ASSETS, WHICH DAMAGE OR
DESTRUCTION IS NOT COVERED BY INSURANCE.
4.09
REAL PROPERTY LEASES, EASEMENTS AND LICENSES.
SCHEDULE 4.09 LISTS
ALL:
(A) LEASES PURSUANT TO WHICH THE COMPANY LEASES REAL PROPERTY FROM OR TO
OTHER PARTIES, AND (B) EASEMENTS AND LICENSES PURSUANT TO WHICH THE COMPANY
RECEIVES THE RIGHT TO USE REAL PROPERTY OR GRANTS THE RIGHT TO OTHERS TO USE
REAL PROPERTY, BUT DOES NOT LIST LEASES, EASEMENTS OR LICENSES THE ABSENCE OF
WHICH WOULD NOT HAVE A MATERIAL ADVERSE EFFECT .
COPIES OF SUCH LEASES AND
EASEMENTS HAVE BEEN MADE AVAILABLE FOR REVIEW BY PURCHASER.
EXCEPT AS SET FORTH
ON SCHEDULE 4.09, TO THE KNOWLEDGE OF SELLER, THERE ARE NO EXISTING DEFAULTS BY
THE COMPANY THEREUNDER AND NO EVENT OF DEFAULT HAS OCCURRED WHICH (WHETHER WITH
OR WITHOUT NOTICE, LAPSE OF TIME OR THE HAPPENING OR OCCURRENCE OF ANY OTHER
EVENT) WOULD CONSTITUTE A DEFAULT THEREUNDER BY THE COMPANY, EXCEPT SUCH
DEFAULTS, EVENTS OF DEFAULT OR OTHER EVENTS THAT WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
4.10
LITIGATION.
EXCEPT AS DISCLOSED ON SCHEDULE 4.10, THERE IS NO ACTION,
SUIT, ARBITRATION OR PROCEEDING PENDING OR, TO THE KNOWLEDGE OF SELLER,
THREATENED AGAINST THE COMPANY WHICH, IF ADVERSELY DETERMINED AGAINST THE
COMPANY, WOULD HAVE A MATERIAL ADVERSE EFFECT.
4.11
SUBSIDIARIES.
THE COMPANY DOES NOT HAVE ANY SUBSIDIARIES OR OWN OR
HAVE THE CONTRACTUAL RIGHT TO VOTE OR TO ACQUIRE EQUITY INTERESTS OR ANY OPTION,
RIGHT, WARRANT OR OTHER RIGHT OR INSTRUMENT CONVERTIBLE INTO OR EXCHANGEABLE OR
EXERCISABLE FOR ANY SUCH EQUITY INTEREST OF ANY ENTITY,