from the Proxy
Statement based upon information furnished in writing, or failed to be so
furnished, to IWEST or any Acquisition Entity by the Agent, TIGI, the Service
Providers, IREIC or any Stockholder specifically for use therein.
SECTION 3.6
DISCLOSURE; FINANCIAL STATEMENTS; ABSENCE
OF CERTAIN CHANGES.
(A)
TO THE KNOWLEDGE OF THE IWEST SPECIAL COMMITTEE, EACH OF IWEST'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006 (THE "IWEST FORM 10-K")
AND EACH OTHER REPORT OR DOCUMENT FILED AFTER DECEMBER 31, 2006 AND UNTIL THE
CLOSING BY IWEST WITH THE COMMISSION UNDER THE EXCHANGE ACT OTHER THAN THE PROXY
STATEMENT (THE IWEST FORM 10-K AND SUCH OTHER REPORTS OR DOCUMENTS, OTHER THAN
THE PROXY STATEMENT, THE "IWEST SEC FILINGS"), (I) AT THE TIME IT WAS FILED WITH
THE COMMISSION (OR IF AMENDED OR SUPERSEDED BY A FILING PRIOR TO THE DATE OF
THIS AGREEMENT, THEN ON THE DATE OF SUCH FILING), COMPLIED IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE EXCHANGE ACT AND (II) DID NOT AT THE TIME
IT WAS FILED WITH THE COMMISSION (OR IF AMENDED OR SUPERSEDED BY A FILING PRIOR
TO THE DATE OF THIS AGREEMENT, THEN ON THE DATE OF SUCH FILING) 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.
(B)
TO THE KNOWLEDGE OF THE IWEST SPECIAL COMMITTEE, THE CONSOLIDATED
FINANCIAL STATEMENTS (INCLUDING, IN EACH CASE, ANY NOTES THERETO) CONTAINED IN
THE IWEST SEC FILINGS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A
CONSISTENT BASIS (EXCEPT AS MAY BE INDICATED IN THE NOTES THERETO AND, IN THE
CASE OF UNAUDITED QUARTERLY FINANCIAL STATEMENTS, AS PERMITTED BY FORM 10-Q
UNDER THE EXCHANGE ACT), AND EACH FAIRLY PRESENTS, IN ALL MATERIAL RESPECTS, THE
CONSOLIDATED FINANCIAL POSITION OF IWEST AND ITS CONSOLIDATED SUBSIDIARIES AS OF
THE RESPECTIVE DATES SET FORTH THEREIN AND THE RESULTS OF OPERATIONS AND CASH
FLOWS FOR THE RESPECTIVE PERIODS INDICATED THEREIN, SUBJECT, IN THE CASE OF
UNAUDITED STATEMENTS, TO NORMAL OR RECURRING YEAR-END ADJUSTMENTS.
(C)
TO THE KNOWLEDGE OF THE IWEST SPECIAL COMMITTEE, SINCE DECEMBER 31, 2006
THERE HAS NOT BEEN ANY IWEST MATERIAL ADVERSE EFFECT.
SECTION 3.7
BROKERS AND FINDERS.
Except as set forth on Schedule 3.7 hereto, the IWEST Special Committee, on
behalf of IWEST, has not retained, paid or become obligated to pay any fee to
any broker, finder or other for or on account of the transactions contemplated
by this Agreement.
SECTION 3.8
LITIGATION.
To the Knowledge of the IWEST Special Committee, there are no Actions pending or
threatened against or investigations with respect to IWEST, that, if determined
in a manner adverse to IWEST would, individually or in the aggregate, reasonably
be expected to result in an IWEST Material Adverse Effect or otherwise
reasonably be expected to prohibit, restrict or delay the consummation of the
transactions contemplated