SHAREHOLDER
SHALL HAVE ANY EQUITY INTEREST, EQUITY EQUIVALENT, OR ANY OTHER RIGHT, TITLE OR
INTEREST, IN OR TO ANY UC PARTY OR ANY OF THE ASSETS OF ANY UC PARTY.
5.4
FINANCIAL STATEMENTS.
ATTACHED AS SCHEDULE 5.4 ARE (I) AN
UNAUDITED BALANCE SHEET OF THE UC PARTIES ON A CONSOLIDATED BASIS AS OF
SEPTEMBER 27, 2009 (THE "LATEST BALANCE SHEET") AND THE RELATED UNAUDITED
STATEMENTS OF INCOME AND CASH FLOWS FOR THE NINE (9) MONTH PERIOD THEN ENDED,
AND (II) THE AUDITED BALANCE SHEETS OF THE UC PARTIES ON A CONSOLIDATED BASIS AS
OF DECEMBER 31, 2005, 2006, 2007, AND 2008, AND THE RELATED AUDITED STATEMENTS
OF INCOME AND CASH FLOWS FOR THE FISCAL YEARS THEN ENDED.
EACH OF THE FOREGOING
FINANCIAL STATEMENTS (INCLUDING IN ALL CASES THE RELATED NOTES, IF ANY) IS
CONSISTENT WITH THE BOOKS AND RECORDS OF THE UC PARTIES, WHICH ARE ACCURATE AND
COMPLETE, HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED
THROUGHOUT THE PERIODS COVERED BY SUCH FINANCIAL STATEMENTS, AND ACCURATELY AND
FAIRLY, IN
-24-
ALL MATERIAL RESPECTS, PRESENT THE FINANCIAL POSITION OF THE UC PARTIES ON A
CONSOLIDATED BASIS AS OF THE DATES OF SUCH BALANCE SHEETS AND THE RESULTS OF THE
OPERATIONS AND CASH FLOWS OF THE UC PARTIES ON A CONSOLIDATED BASIS FOR THE
PERIODS ENDED ON SUCH DATES EXCEPT AS NOTED THEREIN (SUBJECT IN THE CASE OF
UNAUDITED FINANCIAL STATEMENTS, TO THE ABSENCE OF NOTES, OTHER PRESENTATION
ITEMS, AND NORMAL YEAR-END ADJUSTMENTS).
ALL FINANCIAL STATEMENTS DESCRIBED IN
THIS SECTION 5.4 AS AUDITED WERE AUDITED BY MCGLADREY & PULLEN, LLP, CERTIFIED
PUBLIC ACCOUNTANTS, WHOSE REPORTS ARE INCLUDED WITH SUCH FINANCIAL STATEMENTS.
INCLUDED AS PART OF SCHEDULE 5.4 ARE TRUE, CORRECT, AND COMPLETE COPIES OF ALL
CORRESPONDENCE SENT BY ALL LEGAL COUNSEL FOR ANY UC PARTY TO SUCH AUDITORS IN
RESPONSE TO LETTERS FROM ANY UC PARTY TO SUCH COUNSEL REQUESTING THAT SUCH
COUNSEL SUPPLY THE AUDITORS WITH CERTAIN INFORMATION REGARDING PENDING OR
THREATENED LITIGATION, UNASSERTED CLAIMS, AND OTHER MATTERS RELEVANT TO THE
AUDITORS' AUDIT OF SUCH FINANCIAL STATEMENTS.
5.5
ABSENCE OF LIABILITIES.
EXCEPT AS (I) SET FORTH IN THE LATEST
BALANCE SHEET, (II) INCURRED SINCE THE DATE OF THE LATEST BALANCE SHEET IN THE
ORDINARY COURSE OF BUSINESS, (III) EXECUTORY OBLIGATIONS ARISING UNDER CONTRACTS
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS, (IV) INCURRED IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR (V) SET FORTH ON
SCHEDULE 5.5, NO UC PARTY HAS ANY INDEBTEDNESS OR ANY OTHER LIABILITIES.
5.6
NO MATERIAL ADVERSE CHANGE.
SINCE THE DATE OF THE LATEST
BALANCE SHEET, (I) THERE HAS OCCURRED NO FACT, EVENT, OR CIRCUMSTANCE WHICH HAS
HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (II) THE
UC PARTIES HAVE CONDUCTED THEIR RESPECTIVE BUSINESSES ONLY IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE, AND (III) HOLDINGS HAS NOT
MADE ANY PAYMENTS OR OTHER DISTRIBUTIONS TO THE HOLDERS OF THE EQUITY INTERESTS
OF HOLDINGS OR TO ANY OF THEIR AFFILIATES OR PURCHASED OR REDEEMED ANY EQUITY
INTERESTS.
5.7