INCORPORATED BY REFERENCE THEREIN, AT THE TIME FILED OR FURNISHED, AND GIVING
EFFECT TO ANY AMENDMENTS OR SUPPLEMENTS THERETO FILED PRIOR TO THE DATE OF THIS
AGREEMENT, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE
A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING.
TO THE KNOWLEDGE OF THE COMPANY, NONE OF THE COMPANY SEC
REPORTS IS THE SUBJECT OF ONGOING SEC REVIEW OR OUTSTANDING SEC COMMENT.
NONE
OF THE COMPANY'S SUBSIDIARIES IS REQUIRED TO FILE PERIODIC REPORTS WITH THE SEC
PURSUANT TO THE EXCHANGE ACT.
(B)
EXCEPT IN THE CASE OF UNAUDITED FINANCIAL STATEMENTS AS PERMITTED
BY FORM 10-Q, THE AUDITED AND UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING THE RELATED NOTES THERETO) OF THE COMPANY AND ITS SUBSIDIARIES
INCLUDED (OR INCORPORATED BY REFERENCE) IN THE COMPANY SEC REPORTS, AS AMENDED
OR SUPPLEMENTED PRIOR TO THE DATE OF THIS AGREEMENT, HAVE BEEN PREPARED IN
ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS AND FAIRLY PRESENT, IN ALL
MATERIAL RESPECTS, THE CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND ITS
SUBSIDIARIES AS OF THEIR RESPECTIVE DATES, AND THE CONSOLIDATED INCOME,
STOCKHOLDERS EQUITY, RESULTS OF OPERATIONS AND CHANGES IN CONSOLIDATED FINANCIAL
POSITION OR CASH FLOWS FOR THE PERIODS PRESENTED THEREIN (SUBJECT, IN THE CASE
OF UNAUDITED STATEMENTS, TO NORMAL AND RECURRING YEAR-END ADJUSTMENTS THAT ARE
NOT MATERIAL IN AMOUNT OR NATURE).
ALL OF THE COMPANY'S SUBSIDIARIES OTHER THAN
NORTHERN THERAPEUTICS, INC. ARE CONSOLIDATED FOR ACCOUNTING PURPOSES.
(C)
TO THE COMPANY'S KNOWLEDGE, NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS ANY LIABILITIES, OBLIGATIONS, CLAIMS OR LOSSES (WHETHER
LIQUIDATED OR UNLIQUIDATED, SECURED OR UNSECURED, ABSOLUTE, ACCRUED, CONTINGENT
OR OTHERWISE) THAT WOULD BE REQUIRED TO BE DISCLOSED ON THE COMPANY'S MOST
RECENT CONSOLIDATED BALANCE SHEET FILED WITH THE SEC (INCLUDING THE NOTES
THERETO) IN CONFORMITY WITH GAAP THAT ARE NOT DISCLOSED IN THE COMPANY SEC
REPORTS OR RESERVED ON THE MOST RECENT CONSOLIDATED BALANCE SHEET OF THE COMPANY
INCLUDED IN THE COMPANY SEC REPORTS, OTHER THAN THOSE INCURRED IN THE ORDINARY
COURSE OF THE COMPANY'S OR ITS SUBSIDIARIES' RESPECTIVE BUSINESSES SINCE
DECEMBER 31, 2007 OR WHICH, INDIVIDUALLY OR IN THE AGGREGATE, DO NOT OR WOULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
3.6
LITIGATION.
EXCEPT AS DISCLOSED IN THE COMPANY SEC REPORTS, THE
COMPANY HAS NOT RECEIVED NOTICE OF ANY CLAIM, ACTION, SUIT, PROCEEDING,
ARBITRATION, MEDIATION OR
11
GOVERNMENTAL INVESTIGATION THAT IS PENDING OR, TO THE KNOWLEDGE OF THE COMPANY,
THREATENED AGAINST OR RELATING TO THE COMPANY OR ANY OF ITS MATERIAL
SUBSIDIARIES OR ANY PROPERTIES OR ASSETS OF THE COMPANY OR ANY OF ITS MATERIAL
SUBSIDIARIES, OTHER THAN ANY SUCH CLAIM, ACTION, SUIT, PROCEEDING, ARBITRATION,
MEDIATION OR GOVERNMENTAL INVESTIGATION THAT (I) DOES NOT SEEK MATERIAL
INJUNCTIVE RELIEF AND (II) WOULD NOT REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
3.7
COMPLIANCE WITH LAW; NO DEFAULT.
TO THE KNOWLEDGE OF THE COMPANY,