PARENT GPAA OF THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY.
3.4
LITIGATION.
TO THE KNOWLEDGE OF THE SELLER,
THERE IS NO CLAIM OR PROCEEDING OF ANY NATURE PENDING OR, TO SELLER'S KNOWLEDGE,
THREATENED AGAINST SELLER OR PARENT GPAA, WHICH (A) RELATES TO GPAA AND LDMA; OR
(B) CHALLENGES, OR THAT COULD REASONABLY BE EXPECTED TO HAVE THE EFFECT OF
PREVENTING, DELAYING, MAKING ILLEGAL OR OTHERWISE INTERFERING WITH, ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
TO THE KNOWLEDGE OF SELLER, NO EVENT HAS
OCCURRED OR CIRCUMSTANCE EXISTS THAT IS REASONABLY LIKELY TO GIVE RISE TO ANY
SUCH CLAIM OR PROCEEDING.
3.5
BROKERS OR FINDERS.
NEITHER THE SELLER NOR
PARENT GPAA HAS ENGAGED ANY PERSON ENTITLED TO, OR TAKEN ANY ACTION THAT WOULD
REASONABLY BE EXPECTED TO RESULT IN ANY PERSON BEING ENTITLED TO, RECEIVE FROM
SELLER ANY FEE OR COMMISSION AS A FINDER OR A BROKER IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
3.6
GOVERNMENTAL CONSENT.
TO THE KNOWLEDGE OF
THE SELLER AND PARENT GPAA, NO CONSENT, APPROVAL OR AUTHORIZATION OF OR
DESIGNATION, DECLARATION OR FILING WITH ANY GOVERNMENTAL AUTHORITY ON THE PART
OF EITHER SELLER OR PARENT GPAA IS REQUIRED IN CONNECTION WITH THE VALID
EXECUTION AND DELIVERY OF THIS AGREEMENT, OR THE OFFER AND SALE OF THE
SECURITIES OR THE CONSUMMATION OF ANY OTHER TRANSACTION CONTEMPLATED BY THIS
AGREEMENT, EXCEPT (I) THE FILING OF SUCH NOTICES AS MAY BE REQUIRED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND (II) SUCH FILINGS
AS MAY BE REQUIRED UNDER APPLICABLE STATE SECURITIES LAWS, WHICH WILL BE TIMELY
FILED WITHIN THE APPLICABLE PERIODS THEREFORE.
3.7
FINANCIAL INFORMATION.
(A)
THE SELLER HAS DELIVERED TO THE BUYER (I) THE
UNAUDITED BALANCE SHEET AND INCOME STATEMENT OF THE GOLD BUSINESS AS OF
DECEMBER 31, 2006, AND (II) THE MARCH BALANCE SHEET, (COLLECTIVELY, THE
"FINANCIAL STATEMENTS").
THE FINANCIAL STATEMENTS (I) ARE TRUE, ACCURATE AND
COMPLETE, (II) ARE CONSISTENT WITH THE SELLER'S BOOKS AND RECORDS AND
(III) PRESENT FAIRLY AND
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ACCURATELY THE FINANCIAL POSITION OF THE GOLD BUSINESS AS OF THE RESPECTIVE
DATES THEREOF AND THE RESULTS OF OPERATIONS OF THE GOLD BUSINESS AS OF AND
THROUGH SUCH DATES.
(B)
TO THE KNOWLEDGE OF THE SELLER, ALL ACCOUNTS
RECEIVABLE OF THE GOLD BUSINESS ARE FULLY COLLECTIBLE IN THE ORDINARY COURSE OF
BUSINESS WITHIN THREE (3) MONTHS EXCEPT TO THE EXTENT OF AN AMOUNT NOT IN EXCESS
OF THE RESERVE FOR DOUBTFUL ACCOUNTS REFLECTED ON THE MARCH BALANCE SHEET.
3.8
TAXES.
FOR THE PURPOSE OF THIS SECTION 3.8,
AND EXCEPT AS OTHERWISE NOTED, "SELLER" SHALL INCLUDE EACH OF SELLER, PARENT
GPAA, GPAA, LDMA (AND ANY RESPECTIVE SUBSIDIARIES THEREOF), AND EACH AFFILIATED
GROUP FOR EACH TAXABLE YEAR DURING WHICH PARENT GPAA AND LDMA WAS A MEMBER OF
THE GROUP. EXCEPT FOR THE STATE TAX LIABILITIES:
(A)
SELLER HAS TIMELY FILED ALL MATERIAL TAX RETURNS
THAT IT WAS REQUIRED TO FILE.
ALL SUCH TAX RETURNS WERE CORRECT AND COMPLETE IN
ALL MATERIAL RESPECTS IN SO FAR AS THEY RELATE TO PARENT GPAA, GPAA, AND