SEC after March 15, 2005 and before the Initial Closing
Date, including the Form 10-Q for the quarter ended March 31, 2006 (the forms,
reports and other documents referred to in clauses (i) and (ii) above, together
with any amendments or supplements thereto being referred to herein,
collectively, as the "Company Reports").
Regardless of whether the Company
Reports were required to be filed under the Securities Act or Exchange Act, the
Company Reports (i) were prepared, in all material respects, in accordance with
the applicable requirements of the Securities Act and the Exchange Act, as the
case may be, and (ii) did not as subsequently amended contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading.
No
Subsidiary is required to file reports with the SEC under Section 13 or 15(d) of
the Exchange Act.
(B)
EACH OF THE FINANCIAL STATEMENTS (INCLUDING ANY NOTES THERETO)
CONTAINED IN THE COMPANY REPORTS AND THE UNAUDITED CONSOLIDATED BALANCE SHEET OF
THE COMPANY AS OF JUNE 30, 2006 AND THE RELATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS FOR THE NINE-MONTH PERIOD THEN ENDED
(COLLECTIVELY, THE "FINANCIAL STATEMENTS"), COMPLIES AS TO FORM IN ALL MATERIAL
RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND
REGULATIONS OF THE SEC WITH RESPECT THERETO AND WAS PREPARED IN ALL MATERIAL
RESPECTS IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS THROUGHOUT THE
PERIODS INDICATED (EXCEPT AS MAY BE INDICATED IN THE NOTES THERETO) AND EACH
FAIRLY PRESENTED IN ALL MATERIAL RESPECTS (SUBJECT TO, IN THE CASE OF THE
UNAUDITED STATEMENTS, TO NORMAL, RECURRING AUDIT ADJUSTMENTS, NONE OF WHICH ARE
MATERIAL INDIVIDUALLY OR IN THE AGGREGATE) THE CONSOLIDATED FINANCIAL POSITION,
RESULTS OF OPERATIONS, STOCKHOLDERS' EQUITY AND CASH FLOWS OF THE COMPANY GROUP
AS AT THE RESPECTIVE DATES THEREOF AND FOR THE RESPECTIVE PERIODS INDICATED
THEREIN.
AS OF THE DATES OF THE FINANCIAL STATEMENTS, THE COMPANY HAD NO
INDEBTEDNESS OR OTHER LIABILITY, WHICH WAS NOT REFLECTED OR RESERVED AGAINST IN
THE BALANCE SHEETS THERETO WHICH ARE PART OF THE FINANCIAL STATEMENTS, EXCEPT
FOR (I) LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS SUBSEQUENT TO
MARCH 31, 2006 AND (II) LIABILITIES INCURRED UNDER CONTRACTS ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS AND NOT REQUIRED UNDER GAAP TO BE REFLECTED IN THE
FINANCIAL STATEMENTS.
4.6
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS SET FORTH ON SCHEDULE 4.6,
SINCE MARCH 31, 2006 (THE "MOST RECENT BALANCE SHEET DATE"), NO MEMBER OF THE
COMPANY GROUP HAS:
(A)
INCURRED ANY LIABILITIES OTHER THAN CURRENT LIABILITIES INCURRED,
OR LIABILITIES UNDER CONTRACTS ENTERED INTO, IN THE ORDINARY COURSE OF BUSINESS
AND FOR INDIVIDUAL AMOUNTS NOT GREATER THAN $350,000;
(B)
PAID, DISCHARGED OR SATISFIED ANY CLAIM, LIEN OR LIABILITY, OTHER
THAN ANY CLAIM, LIEN OR LIABILITY (A) REFLECTED OR RESERVED AGAINST ON THE
BALANCE SHEET CONTAINED IN THE FINANCIAL STATEMENTS AS