OF
SUCH HEDGING TRANSACTION AND (IV) THE AMOUNT PAYABLE BY, OR PAYABLE TO, SUCH
PARTY IF SUCH HEDGING TRANSACTION WERE LIQUIDATED AS OF THE DATE OF THIS
AGREEMENT.
(IV)
SUBSIDIARIES AND BENEFICIAL INTEREST.
EXCEPT AS SET FORTH ON
EXHIBIT 5(J)(IV), SUCH PARTY DOES NOT, DIRECTLY OR INDIRECTLY, BENEFICIALLY OWN
THE WHOLE OR ANY PART OF THE ISSUED SHARE CAPITAL OR OTHER OWNERSHIP INTEREST OF
ANY OTHER PERSON.
(V)
GOVERNMENTAL APPROVALS.
(A)
ALL GOVERNMENTAL APPROVALS NECESSARY OR ADVISABLE FOR THE DUE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE OTHER SPECIFIED
AGREEMENTS BY SUCH PARTY HAVE BEEN OBTAINED FROM OR, AS THE CASE MAY BE, FILED
WITH THE RELEVANT GOVERNMENTAL AUTHORITIES HAVING JURISDICTION OVER SUCH PARTY
AND REMAIN IN FULL FORCE AND EFFECT, AND ARE LISTED IN EXHIBIT 5(J)(V)(A), AND
ALL CONDITIONS THEREOF HAVE BEEN DULY COMPLIED WITH AND NO OTHER ACTION BY, AND
NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION IS
REQUIRED FOR SUCH EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT OR THE
OTHER SPECIFIED AGREEMENTS BY SUCH PARTY.
(B)
ALL GOVERNMENTAL APPROVALS NECESSARY OR ADVISABLE FOR THE CONDUCT
OF EACH SUCH PARTY'S BUSINESSES AS OF THE DATE OF THIS AGREEMENT AND AS
CONTEMPLATED HEREIN HAVE BEEN DULY OBTAINED, ARE SET FORTH IN
EXHIBIT 5(J)(V)(B), ARE IN FULL FORCE AND EFFECT, NOT SUBJECT TO APPEAL, ARE
HELD IN THE NAME OF SUCH PARTY, AS THE CASE MAY BE, AND ARE FREE FROM CONDITIONS
OR REQUIREMENTS WHICH IF NOT COMPLIED WITH COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT, OR CONDITIONS OR REQUIREMENTS WHICH SUCH PARTY DOES
NOT EXPECT TO BE ABLE TO SATISFY ON OR PRIOR TO THE DATE REQUIRED.
(C)
SUCH PARTY HAS NO REASON TO BELIEVE THAT ANY GOVERNMENTAL
APPROVALS WHICH HAVE NOT BEEN OBTAINED BY OR ON BEHALF OF SUCH PARTY, AS THE
CASE MAY BE, BUT WHICH WILL BE REQUIRED TO BE OBTAINED BY IT IN THE FUTURE, WILL
NOT BE OBTAINED IN DUE COURSE ON OR PRIOR TO THE DATE REQUIRED AND WILL NOT
CONTAIN ANY CONDITION OR REQUIREMENTS, THE COMPLIANCE WITH WHICH COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(D)
PARTY B AND THE SPECIFIED ENTITIES OF PARTY B ARE NOT IN VIOLATION
OF ANY GOVERNMENTAL APPROVAL APPLICABLE TO ANY SUCH PERSON, THE VIOLATION OF
WHICH COULD REASONABLY BE EXPECTED TO RESULT IN EITHER A MATERIAL ADVERSE
EFFECT, A CEASE AND DESIST ORDER OR AN AGGREGATE MONETARY FINE APPLICABLE TO
PARTY B AND THE SPECIFIED ENTITIES OF PARTY B IN EXCESS OF $1,000,000.
17
(VI)
FINANCIAL CONDITION AND NO MATERIAL ADVERSE CHANGE.
(A)
PARTY B HAS HERETOFORE FURNISHED TO PARTY A THE CONSOLIDATED
BALANCE SHEET AND STATEMENTS OF INCOME, AND STATEMENTS OF EQUITY AND CASH FLOWS
OF MX HOLDINGS (I) AS OF AND FOR THE FISCAL YEAR ENDED JUNE 30, 2008, REPORTED
BY ERNST & YOUNG LLP, INDEPENDENT PUBLIC ACCOUNTANTS, AND (II) AS OF AND FOR THE
FISCAL QUARTER ENDING MARCH 31, 2009, CERTIFIED BY ITS CHIEF FINANCIAL OFFICER.
SUCH FINANCIAL STATEMENTS