GOVERNMENTAL ENTITY,
(C) CONFLICT WITH, RESULT IN A BREACH OF, CONSTITUTE (WITH OR WITHOUT DUE NOTICE
OR LAPSE OF TIME OR BOTH) A DEFAULT UNDER, RESULT IN THE ACCELERATION OF
OBLIGATIONS UNDER, CREATE IN ANY PARTY THE RIGHT TO TERMINATE, MODIFY OR CANCEL,
OR REQUIRE ANY NOTICE, CONSENT OR WAIVER UNDER, ANY CONTRACT OR INSTRUMENT TO
WHICH ANY SELLER IS A PARTY OR BY WHICH ANY SELLER IS BOUND OR TO WHICH ANY OF
ITS RESPECTIVE ASSETS IS SUBJECT, (D) RESULT IN THE IMPOSITION OF ANY SECURITY
INTEREST UPON ANY ASSETS OF THE SELLERS OR (E) VIOLATE ANY ORDER, WRIT,
INJUNCTION, DECREE, STATUTE, RULE OR REGULATION APPLICABLE TO THE SELLERS OR ANY
OF THEIR RESPECTIVE PROPERTIES OR ASSETS.
2.4
OWNERSHIP.
AS OF THE CLOSING DATE, OTHER THAN SELLERS AND THEIR
STOCKHOLDERS, SOLELY THROUGH THEIR INTEREST IN THE SELLERS, NO ENTITY OR PERSON
HAS ANY RIGHT, TITLE OR INTEREST IN THE FIXED ASSETS AND INVENTORY.
2.5
FINANCIAL STATEMENTS.
THE SELLERS HAVE PROVIDED TO THE BUYER THE
FINANCIAL STATEMENTS RELATING TO THE ACQUIRED BUSINESS.
THE FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT
BASIS THROUGHOUT THE PERIODS COVERED THEREBY, FAIRLY PRESENT THE CONSOLIDATED
FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS OF THE SELLERS AS OF
THE RESPECTIVE DATES THEREOF AND FOR THE PERIODS REFERRED TO THEREIN AND ARE
CONSISTENT WITH THE BOOKS AND RECORDS OF THE SELLERS; PROVIDED, HOWEVER, THAT
THE FINANCIAL STATEMENTS ARE SUBJECT TO NORMAL RECURRING YEAR-END ADJUSTMENTS
(WHICH WILL NOT BE MATERIAL) AND DO NOT INCLUDE FOOTNOTES.
2.6
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS SET FORTH IN SECTION 2.6 OF
THE DISCLOSURE SCHEDULE, SINCE THE MOST RECENT BALANCE SHEET DATE, (A) THERE HAS
OCCURRED NO EVENT OR DEVELOPMENT THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAS
HAD, OR COULD REASONABLY BE EXPECTED TO HAVE IN THE FUTURE, A MATERIAL ADVERSE
EFFECT, AND (B) THE SELLERS HAVE NOT TAKEN ANY OF THE ACTIONS SET FORTH IN ANY
OF THE SUBSECTIONS OF SECTION 4.4.
SINCE DECEMBER 29, 2007, THE SELLERS HAVE
NOT PAID ANY OBLIGATION OR LIABILITY RELATING, DIRECTLY OR INDIRECTLY, TO THE
ACQUIRED BUSINESS OTHER THAN IN THE ORDINARY COURSE OF BUSINESS.
2.7
UNDISCLOSED LIABILITIES.
TO SELLERS' KNOWLEDGE, THE SELLERS HAVE
NO LIABILITIES (WHETHER ABSOLUTE OR CONTINGENT, WHETHER LIQUIDATED OR
UNLIQUIDATED AND WHETHER DUE OR TO BECOME DUE) RELATING, DIRECTLY OR INDIRECTLY,
TO THE ACQUIRED BUSINESS WHICH LIABILITY WOULD MATERIALLY AFFECT THE FINANCIAL
STATEMENTS, EXCEPT FOR (A) LIABILITIES SHOWN ON THE MOST RECENT
6
BALANCE SHEET AND (B) LIABILITIES WHICH HAVE ARISEN SINCE THE MOST RECENT
BALANCE SHEET DATE IN THE ORDINARY COURSE OF BUSINESS.
2.8
TAX MATTERS.
EACH SELLER HAS FILED ON A TIMELY BASIS ALL TAX
RETURNS RELATING TO THE ACQUIRED BUSINESS THAT IT WAS REQUIRED TO FILE, AND ALL
SUCH TAX RETURNS WERE COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS.
EACH
SELLER HAS PAID ON A TIMELY BASIS ALL TAXES THAT WERE DUE AND PAYABLE RELATING
TO THE ACQUIRED BUSINESS.
OTHER THAN TAXES NOT YET DUE AND OWING, THE ACQUIRED
ASSETS