OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
AS OF
THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE
SEC DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE
ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH
RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING
8
PRINCIPLES, CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY
BE OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, OR
(II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY EXCLUDE
FOOTNOTES OR MAY BE CONDENSED OR SUMMARY STATEMENTS) AND FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY AS OF THE DATES THEREOF
AND THE RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED
(SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT
ADJUSTMENTS).
NO OTHER INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY TO
THE BUYERS WHICH IS NOT INCLUDED IN THE SEC DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, INFORMATION REFERRED TO IN SECTION 2(D) OF THIS AGREEMENT, CONTAINS
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCE UNDER WHICH THEY ARE OR WERE MADE NOT MISLEADING.
(L)
ABSENCE OF CERTAIN CHANGES.
SINCE MARCH 31, 2006, THERE HAS BEEN
NO MATERIAL ADVERSE CHANGE AND NO MATERIAL ADVERSE DEVELOPMENT IN THE BUSINESS,
PROPERTIES, OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE), RESULTS OF
OPERATIONS OR PROSPECTS OF THE COMPANY OR ITS SUBSIDIARIES.
EXCEPT AS DISCLOSED
IN SCHEDULE 3(L), SINCE MARCH 31, 2006, THE COMPANY HAS NOT (I) DECLARED OR PAID
ANY DIVIDENDS, (II) SOLD ANY ASSETS, INDIVIDUALLY OR IN THE AGGREGATE, IN EXCESS
OF $100,000 OUTSIDE OF THE ORDINARY COURSE OF BUSINESS OR (III) HAD CAPITAL
EXPENDITURES, INDIVIDUALLY OR IN THE AGGREGATE, IN EXCESS OF $500,000.
NEITHER
THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS TAKEN ANY STEPS TO SEEK PROTECTION
PURSUANT TO ANY BANKRUPTCY LAW NOR DOES THE COMPANY HAVE ANY KNOWLEDGE OR REASON
TO BELIEVE THAT ITS CREDITORS INTEND TO INITIATE INVOLUNTARY BANKRUPTCY
PROCEEDINGS OR ANY ACTUAL KNOWLEDGE OF ANY FACT THAT WOULD REASONABLY LEAD A
CREDITOR TO DO SO.
THE COMPANY AND ITS SUBSIDIARIES, INDIVIDUALLY AND ON A
CONSOLIDATED BASIS, ARE NOT AS OF THE DATE HEREOF, AND AFTER GIVING EFFECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY TO OCCUR AT THE CLOSING, WILL NOT BE
INSOLVENT (AS DEFINED BELOW).
FOR PURPOSES OF THIS SECTION 3(L), "INSOLVENT"
MEANS, WITH RESPECT TO ANY PERSON (AS DEFINED IN SECTION 3(S)), (I) THE PRESENT
FAIR SALEABLE VALUE OF SUCH PERSON'S ASSETS IS LESS THAN THE AMOUNT REQUIRED TO
PAY SUCH PERSON'S TOTAL INDEBTEDNESS (AS DEFINED IN SECTION 3(S)), (II) SUCH
PERSON IS UNABLE TO PAY ITS DEBTS AND LIABILITIES, SUBORDINATED, CONTINGENT OR
OTHERWISE, AS SUCH DEBTS AND LIABILITIES BECOME ABSOLUTE AND MATURED, (III) SUCH
PERSON INTENDS