ARE NOT SUBJECT TO ANY LIABILITY OR
OBLIGATION OF WHATEVER NATURE, WHETHER KNOWN OR UNKNOWN, ABSOLUTE, ACCRUED,
CONTINGENT OR OTHERWISE, OTHER THAN THE ASSUMED LIABILITIES.
3.4
NO VIOLATION.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE RELATED DOCUMENTS BY SELLER WILL NOT (WITH NOTICE AND/OR THE
LAPSE OF TIME) RESULT IN A BREACH OR VIOLATION OF, OR CONSTITUTE A MATERIAL
DEFAULT UNDER, ITS CERTIFICATE OF LIMITED PARTNERSHIP OR LIMITED PARTNERSHIP
AGREEMENT AS SUCH ORGANIZATIONAL DOCUMENTS HAVE BEEN AMENDED OR UNDER ANY
AGREEMENT TO WHICH SELLER IS A PARTY OR BY WHICH SELLER IS BOUND, AND WILL NOT
BE IN VIOLATION OF ANY CONSTITUTION, STATUTE, JUDGMENT, ORDER, RULE, REGULATION
OR OTHER RESTRICTION IN EFFECT AT THE CLOSING DATE OF ANY COURT OR FEDERAL,
STATE OR OTHER GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER SELLER OR THE
ASSETS.
SELLER IS NOT A PARTY TO, SUBJECT TO OR BOUND BY ANY AGREEMENT OR
JUDGMENT, ORDER, WRIT, INJUNCTION OR DECREE OF ANY COURT OR FEDERAL, STATE OR
OTHER GOVERNMENTAL AUTHORITY THAT PREVENTS OR IMPAIRS THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE RELATED DOCUMENTS OR THE
RIGHTS OF THE BUYER HEREUNDER AND THEREUNDER.
3.5
GOVERNMENTAL AUTHORITIES.
EXCEPT AS SET FORTH IN THE DISCLOSURE
SCHEDULE, SELLER IS NOT REQUIRED TO SUBMIT ANY NOTICE, REPORT OR OTHER FILING TO
ANY GOVERNMENTAL AUTHORITY NOR IS ANY CONSENT,
5
APPROVAL OR AUTHORIZATION OF ANY GOVERNMENTAL AUTHORITY REQUIRED TO BE OBTAINED
BY SELLER IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR IN THE RELATED DOCUMENTS.
3.6
FINANCIAL STATEMENTS.
THE DISCLOSURE SCHEDULE CONTAINS AN
UNAUDITED BALANCE SHEET OF SELLER ("BALANCE SHEET") AS AT DECEMBER 31, 2004 (THE
"BALANCE SHEET DATE"), AND A STATEMENT OF INCOME AND EXPENSE OF SELLER FOR THE
TWELVE -MONTH PERIOD THEN ENDED (THE "INCOME STATEMENT"), COLLECTIVELY REFERRED
TO HEREIN AS THE "FINANCIAL STATEMENTS."
THE BALANCE SHEET FAIRLY AND
ACCURATELY REPRESENTS THE FINANCIAL POSITION OF SBLP AS OF THE BALANCE SHEET
DATE AND THE INCOME STATEMENT ACCURATELY REPRESENTS THE RESULTS OF THE
OPERATIONS OF SBLP FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2004.
EACH OF
THE BALANCE SHEET AND THE INCOME STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH
CANADIAN GAAP.
3.7
BROKERS.
NEITHER SELLER NOR ITS OFFICERS, EMPLOYEES OR AGENTS
HAVE EMPLOYED ANY BROKER OR FINDER OR INCURRED ANY LIABILITY FOR ANY BROKERAGE
FEES, COMMISSIONS OR FINDERS' FEES IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY OR THE RELATED DOCUMENTS.
3.8
INVENTORY.
ALL INVENTORY OF SELLER REFLECTED ON THE BALANCE SHEET
IS (EXCEPT TO THE EXTENT OF RESERVES REFLECTED THEREON) OF A QUALITY AND
QUANTITY USABLE AND SALABLE IN THE ORDINARY COURSE OF THE BUSINESS AS OF THE
BALANCE SHEET DATE, AND ALL SUCH INVENTORY IS REFLECTED ON THE BALANCE SHEET
WITH ADEQUATE PROVISIONS OR ADJUSTMENTS FOR DAMAGED, DEFECTIVE OR EXCESS
INVENTORY, SLOW-MOVING INVENTORY AND INVENTORY OBSOLESCENCE AND SHRINKAGE AT THE
LOWER OF COST OR REALIZABLE MARKET VALUE USING A STANDARD COSTING METHOD OF
VALUATION IN ACCORDANCE WITH CANADIAN GAAP CONSISTENTLY APPLIED.
3.9
LITIGATION.
EXCEPT AS SET FORTH IN THE DISCLOSURE