PARENT HAS
DULY AND TIMELY FILED IN PROPER FORM ALL TAX RETURNS FOR ALL TAXES REQUIRED TO
BE FILED WITH THE APPROPRIATE REGULATORY AUTHORITY, AND HAS PAID ALL TAXES
REQUIRED TO BE PAID IN RESPECT THEREOF EXCEPT WHERE SUCH FAILURE WOULD NOT HAVE
A MATERIAL ADVERSE EFFECT ON PARENT.
4.11
BOOKS AND RECORDS.
THE BOOKS AND RECORDS OF PARENT ACCURATELY AND
FAIRLY REPRESENT ITS BUSINESS AND ITS RESULTS OF OPERATIONS IN ALL MATERIAL
RESPECTS.
4.12
BROKERS OR FINDERS.
EXCEPT AS SET FORTH ON SCHEDULE 4.12 HERETO,
ALL NEGOTIATIONS RELATIVE TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY HAVE BEEN CARRIED OUT BY PARENT IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, AND NEITHER PARENT NOR MERGER SUB HAS ENTERED
INTO ANY CONTRACT, AGREEMENT, ARRANGEMENT OR UNDERSTANDING WHICH MAY RESULT IN
AN OBLIGATION TO PAY ANY BROKERAGE OR FINDER'S FEE OR OTHER COMMISSION IN
CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
4.13
DISCLOSURE.
NO REPRESENTATION OR WARRANTY OF PARENT OR MERGER SUB
IN THIS AGREEMENT OR IN THE COLLATERAL DOCUMENTS AND NO STATEMENT IN ANY
CERTIFICATE FURNISHED OR TO BE FURNISHED BY PARENT PURSUANT TO THIS AGREEMENT
CONTAINED, CONTAINS OR WILL CONTAIN ON THE DATE
21
SUCH AGREEMENT OR CERTIFICATE WAS OR IS DELIVERED, OR ON THE CLOSING DATE, ANY
UNTRUE STATEMENT OF A MATERIAL FACT, OR OMITTED, OMITS OR WILL OMIT ON SUCH DATE
TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
4.14
NO UNDISCLOSED LIABILITIES.
EXCEPT AS SET FORTH IN SCHEDULE 4.14
HERETO, NEITHER PARENT NOR MERGER SUB HAS ANY OBLIGATIONS OR LIABILITIES OF ANY
NATURE (ABSOLUTE, ACCRUED, MATURED OR UNMATURED, FIXED OR CONTINGENT) OTHER THAN
(I) THOSE SET FORTH OR RESERVED AGAINST IN THE PARENT FINANCIAL STATEMENTS, (II)
THOSE INCURRED IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, (III) THOSE INCURRED IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH THE PARENT'S PAST PRACTICE.
4.15
ABSENCE OF CERTAIN CHANGES. EXCEPT AS SET FORTH ON SCHEDULE 4.15
HERETO, SINCE THE PARENT BALANCE SHEET DATE, PARENT HAS NOT: (A) SUFFERED ANY
MATERIAL ADVERSE CHANGE IN ITS FINANCIAL CONDITION, ASSETS, LIABILITIES OR
BUSINESS; (B) CONTRACTED FOR OR PAID ANY CAPITAL EXPENDITURES; (C) INCURRED ANY
INDEBTEDNESS OR BORROWED MONEY, ISSUED OR SOLD ANY DEBT OR EQUITY SECURITIES,
DECLARED ANY DIVIDENDS OR DISCHARGED OR INCURRED ANY LIABILITIES OR OBLIGATIONS
EXCEPT IN THE ORDINARY COURSE OF BUSINESS AS HERETOFORE CONDUCTED; (D)
MORTGAGED, PLEDGED OR SUBJECTED TO ANY LIEN, LEASE, SECURITY INTEREST OR OTHER
CHARGE OR ENCUMBRANCE ANY OF ITS PROPERTIES OR ASSETS; (E) PAID ANY MATERIAL
AMOUNT ON ANY INDEBTEDNESS PRIOR TO THE DUE DATE, FORGIVEN OR CANCELLED ANY
MATERIAL AMOUNT ON ANY INDEBTEDNESS PRIOR TO THE DUE DATE, FORGIVEN OR CANCELLED
ANY MATERIAL DEBTS OR CLAIMS OR RELEASED OR WAIVED ANY MATERIAL RIGHTS OR
CLAIMS; (F) SUFFERED ANY DAMAGE OR DESTRUCTION TO OR LOSS OF ANY ASSETS (WHETHER
OR NOT COVERED BY INSURANCE); (G) ACQUIRED OR DISPOSED OF ANY ASSETS OR INCURRED