AND POSSESS ALL RIGHTS
WITH RESPECT THERETO.
4.6
FINANCIAL STATEMENTS AND LIABILITIES
4.6.1.
THE ANNUAL AUDITED FINANCIAL STATEMENTS OF
EACH OF THE COMPANY AND DYNA GMBH FOR THE BUSINESS YEARS ENDING ON 30 SEPTEMBER
2006 AND 30 SEPTEMBER 2007 EACH CONSIST OF A BALANCE SHEET AND A PROFIT & LOSS
ACCOUNT TOGETHER WITH THE NOTES (ANHANG) AND THE REPORTS (LAGEBERICHT) AND ARE
ATTACHED FOR IDENTIFICATION PURPOSES AS ANNEX 4.6.1 (THE "FINANCIAL
STATEMENTS").
THE FINANCIAL STATEMENTS (INCLUDING THE NOTES THERETO) (I) HAVE
BEEN PREPARED IN ACCORDANCE WITH GERMAN GAAP (RECHNUNGSLEGUNG NACH DEM
HANDELSGESETZBUCH UNTER BERÜCKSICHTIGUNG DER GRUNDSÄTZE ORDNUNGSMÄSSIGER
BUCHFÜHRUNG) AND SUCH ACCOUNTING PRINCIPLES HAVE BEEN APPLIED CONSISTENTLY AND
WITHOUT CHANGE WITH RESPECT TO THE PRECEDING YEARS (BILANZKONTINUITÄT); (II) ARE
COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND (III) PRESENT A TRUE AND FAIR
VIEW OF THE ASSETS AND THE LIABILITIES, THE FINANCIAL CONDITION, CHANGES IN
CAPITAL, CASH FLOWS AND RESULTS OF OPERATIONS OF THE RELEVANT COMPANY AND THE
BUSINESS OF SUCH COMPANY AS OF THE RESPECTIVE DATES OF AND FOR THE PERIODS
REFERRED TO IN SUCH FINANCIAL STATEMENTS.
ALL RESERVES, PROVISIONS AND ACCRUALS
CONTAINED IN THE FINANCIAL STATEMENTS OF THE COMPANY AND DYNA GMBH HAVE BEEN
MADE IN ACCORDANCE WITH GERMAN GAAP.
4.6.2.
[INTENTIONALLY OMITTED]
4.6.3.
NEITHER OF THE COMPANY NOR DYNA GMBH HAS ANY
LIABILITY (AND THERE IS NO BASIS FOR
14
ANY PRESENT OR FUTURE PROCEEDING AGAINST IT GIVING RISE TO ANY LIABILITY), OTHER
THAN (I) THOSE LIABILITIES ACCOUNTED OR ACCRUED FOR IN THEIR FULL AMOUNT ON THE
FACE OF THE FINANCIAL STATEMENTS OR OBLIGATIONS INCURRED IN THE ORDINARY COURSE
OF BUSINESS FOR SPECIFIC PERFORMANCE (VERTRAGLICHE ERFÜLLUNGSANSPRÜCHE) UNDER
ONGOING CONTRACTS (SCHWEBENDE GESCHÄFTE) TO THE EXTENT THAT SUCH OBLIGATIONS ARE
NOT TO BE SHOWN IN A BALANCE SHEET (NICHT BILANZIERUNGSFÄHIG); AND (II) TO THE
EXTENT NOT REQUIRED TO BE INCLUDED ON THE LIABILITIES SIDE OF THE BALANCE SHEET
IN ACCORDANCE WITH GERMAN GAAP, ANY CONTINGENT LIABILITIES
(EVENTUALVERBINDLICHKEITEN), INCLUDING LIABILITIES BASED ON COMFORT LETTERS
(PATRONATSERKLÄRUNGEN) AND OTHER OFF-BALANCE SHEET UNDERTAKINGS OF A SIMILAR
NATURE, THAT HAVE BEEN INCLUDED IN THE NOTES TO THE FINANCIAL STATEMENTS;
PROVIDED, HOWEVER, SUCH LIABILITIES DO NOT RELATE TO ANY BREACH OF AGREEMENT OR
VIOLATION OF ANY LEGAL REQUIREMENT.
SINCE THE CALCULATION DATE, THE COMPANY AND
DYNA GMBH HAVE INCURRED LIABILITIES ONLY IN THE ORDINARY COURSE OF BUSINESS.
4.6.4.
ACCORDING TO THE SELLERS' BEST KNOWLEDGE, THE
INTERNAL CONTROLS AND PROCEDURES OF EACH OF THE COMPANY AND DYNA GMBH ARE
SUFFICIENT TO ENSURE THAT EACH OF THE FINANCIAL STATEMENTS ARE ACCURATE IN ALL
MATERIAL RESPECTS.
4.6.5.
THE BOOKS OF ACCOUNT OF THE COMPANY, DYNA GMBH
AND, TO SELLERS' KNOWLEDGE, EACH OPERATING SUBSIDIARY HAVE BEEN MAINTAINED IN
ACCORDANCE WITH SOUND BUSINESS PRACTICES, INCLUDING THE MAINTENANCE OF ADEQUATE
INTERNAL CONTROLS, ARE ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS AND THERE
ARE NO MATERIAL INACCURACIES OR DISCREPANCIES OF ANY KIND CONTAINED OR REFLECTED
THEREIN.
THE MEETING MINUTES RELATING TO SHAREHOLDER MEETINGS OF THE COMPANY,
DYNA GMBH AND, TO SELLERS' KNOWLEDGE, EACH OPERATING SUBSIDIARY CONTAIN ACCURATE
AND COMPLETE RECORDS OF ALL