FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY AS OF THE DATES
THEREOF AND FOR THE PERIODS INDICATED THEREIN. SCHEDULE 3.6(A)-3 OF THE
DISCLOSURE SCHEDULE SETS FORTH THE UNAUDITED BALANCE SHEET OF SELLER PARENT AS
AT DECEMBER 31, 2005 AND THE UNAUDITED STATEMENT OF INCOME OF SELLER PARENT FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2005 (COLLECTIVELY, THE "SELLER PARENT
FINANCIAL STATEMENTS"). THE SELLER PARENT FINANCIAL STATEMENTS HAVE BEEN
PREPARED IN CONFORMITY WITH IFRS CONSISTENTLY APPLIED DURING THE PERIOD
INVOLVED, AND PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION
AND RESULTS OF OPERATION OF SELLER PARENT AS OF AND FOR THE PERIOD INDICATED.
5
(B)
EXCEPT AS SET FORTH IN SCHEDULE 3.6(B) OF THE DISCLOSURE SCHEDULE,
THE COMPANY HAS NO LIABILITIES OR OBLIGATIONS OF ANY NATURE REQUIRED BY GAAP TO
BE REFLECTED ON THE INTERIM BALANCE SHEET EXCEPT FOR (I) LIABILITIES OR
OBLIGATIONS IN THE AMOUNTS DISCLOSED, REFLECTED OR RESERVED AGAINST IN THE
INTERIM BALANCE SHEET AND (II) LIABILITIES INCURRED IN THE ORDINARY COURSE OF
BUSINESS SINCE MARCH 31, 2006.
(C)
ALL ACCOUNTS RECEIVABLE OF THE COMPANY THAT ARE REFLECTED ON THE
INTERIM BALANCE SHEET OR ON THE ACCOUNTING RECORDS OF THE COMPANY AS OF THE
CLOSING DATE (COLLECTIVELY, THE "ACCOUNTS RECEIVABLE") REPRESENT OR WILL
REPRESENT OBLIGATIONS ARISING FROM SALES ACTUALLY MADE OR SERVICES ACTUALLY
PERFORMED IN THE ORDINARY COURSE OF BUSINESS, AND SELLER KNOWS OF NO REASON WHY
ANY OF SUCH ACCOUNTS RECEIVABLE, OVER AND ABOVE ANY RESERVES STATED ON THE
INTERIM BALANCE SHEET, SHOULD NOT BE FULLY COLLECTIBLE IN THE ORDINARY COURSE OF
BUSINESS.
(D)
SINCE THE DATE OF THE INTERIM BALANCE SHEET THROUGH THE DATE
HEREOF, THERE HAVE NOT BEEN ANY WRITE-OFFS OF ANY ACCOUNTS RECEIVABLE OF THE
COMPANY EXCEPT FOR WRITE-OFFS THAT WERE MADE IN THE ORDINARY COURSE OF BUSINESS
AND THAT WILL BE REFLECTED IN THE CALCULATION OF THE PURCHASE PRICE.
SECTION 3.7
ABSENCE OF CERTAIN CHANGES AND EVENTS. EXCEPT AS SET
FORTH IN SCHEDULE 3.7 OF THE DISCLOSURE SCHEDULE AND OTHER THAN ACTIONS TAKEN IN
RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREIN, SINCE DECEMBER 31, 2005, THE
COMPANY HAS OPERATED ONLY IN, AND HAS NOT ENGAGED IN ANY TRANSACTION OTHER THAN
IN, THE ORDINARY COURSE OF BUSINESS, AND THERE HAS NOT BEEN ANY:
(A)
EVENT, OCCURRENCE OR DEVELOPMENT OF WHICH SELLER HAS KNOWLEDGE
THAT HAS HAD, OR IS REASONABLY LIKELY TO HAVE, A MATERIAL ADVERSE EFFECT ON THE
COMPANY;
(B)
MATERIAL DAMAGE, DESTRUCTION OR OTHER CASUALTY LOSS WITH RESPECT
TO ANY MATERIAL ASSET OR PROPERTY OWNED, LEASED OR OTHERWISE USED BY THE COMPANY
THAT IS REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY;
(C)
(I) INCREASE IN THE BONUS, SALARY, SEVERANCE OR OTHER COMPENSATION
PAYABLE BY THE COMPANY OR TO BECOME PAYABLE BY THE COMPANY TO THE OFFICERS OR
EMPLOYEES OF THE COMPANY (EXCEPT FOR INCREASES MADE IN ACCORDANCE WITH EXISTING
SELLER BENEFIT PLANS, REQUIRED BY LAW OR MADE IN THE ORDINARY COURSE OF
BUSINESS) OR (II) ADOPTION OR AMENDMENT OF, OR INCREASE IN THE PAYMENTS TO OR
BENEFITS