OF WWAG, (II)
ANY LOAN OR CREDIT AGREEMENT, NOTE, BOND, MORTGAGE, INDENTURE, LEASE OR OTHER
AGREEMENT, INSTRUMENT, PERMIT, CONCESSION, FRANCHISE OR LICENSE APPLICABLE TO
WWAG, ITS PROPERTIES OR ASSETS, OR (III) SUBJECT TO THE GOVERNMENTAL FILINGS AND
OTHER MATTERS REFERRED TO IN THE FOLLOWING SENTENCE, ANY JUDGMENT, ORDER,
DECREE, STATUTE, LAW, ORDINANCE, RULE, REGULATION OR ARBITRATION AWARD
APPLICABLE TO WWAG, ITS PROPERTIES OR ASSETS, OTHER THAN, IN THE CASE OF CLAUSES
(II) AND (III), ANY SUCH CONFLICTS, BREACHES, VIOLATIONS, DEFAULTS, RIGHTS,
LOSSES OR LIENS THAT INDIVIDUALLY OR IN THE AGGREGATE COULD NOT HAVE A MATERIAL
ADVERSE EFFECT WITH RESPECT TO WWAG OR COULD NOT PREVENT, HINDER OR MATERIALLY
DELAY THE ABILITY OF WWAG TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
3.5.
GOVERNMENTAL AUTHORIZATION.
NO CONSENT, APPROVAL, ORDER OR
AUTHORIZATION OF, OR REGISTRATION, DECLARATION OR FILING WITH, OR NOTICE TO, ANY
GOVERNMENTAL ENTITY, IS REQUIRED BY OR WITH RESPECT TO WWAG IN CONNECTION WITH
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY WWAG OR THE CONSUMMATION BY WWAG
OF THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT, WITH RESPECT TO THIS AGREEMENT,
ANY FILINGS UNDER THE NRS, THE SECURITIES ACT OR SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE
"EXCHANGE ACT").
3.6.
FINANCIAL STATEMENTS.
(A)
WWAG HAS PROVIDED ALLCOM A COPY
OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2013 AND UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF WWAG FOR
THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2014 (COLLECTIVELY, THE "FINANCIAL
STATEMENTS").
THE FINANCIAL STATEMENTS FAIRLY PRESENT THE FINANCIAL CONDITION
OF WWAG PRESENTED AT THE DATES INDICATED AND ITS RESULTS OF OPERATIONS AND CASH
FLOWS FOR THE PERIODS THEN ENDED.
(B)
SINCE SEPTEMBER 30, 2014 (THE
"WWAG BALANCE SHEET DATE"), THERE HAS BEEN NO MATERIAL ADVERSE EFFECT WITH
RESPECT TO WWAG.
(C)
EXCEPT AS SET FORTH ON SCHEDULE
3.6, SINCE WWAG BALANCE SHEET DATE, WWAG HAS NOT SUFFERED ANY DAMAGE,
DESTRUCTION OR LOSS OF PHYSICAL PROPERTY (WHETHER OR NOT COVERED BY INSURANCE)
AFFECTING ITS CONDITION (FINANCIAL OR OTHERWISE) OR OPERATIONS (PRESENT OR
PROSPECTIVE), NOR HAS WWAG ISSUED, SOLD OR OTHERWISE DISPOSED OF, OR AGREED TO
ISSUE, SELL OR OTHERWISE DISPOSE OF, ANY CAPITAL STOCK OR ANY OTHER SECURITY OF
WWAG AND HAS NOT GRANTED OR AGREED TO GRANT ANY OPTION, WARRANT OR OTHER RIGHT
TO SUBSCRIBE FOR OR TO PURCHASE ANY CAPITAL STOCK OR ANY OTHER SECURITY OF WWAG
OR HAS INCURRED OR AGREED TO INCUR ANY INDEBTEDNESS FOR BORROWED MONEY.
3.7.
ABSENCE OF CERTAIN CHANGES OR EVENTS.
EXCEPT
AS SET FORTH ON SCHEDULE 3.7, SINCE WWAG BALANCE SHEET DATE, WWAG HAS CONDUCTED
ITS BUSINESS ONLY IN THE ORDINARY COURSE CONSISTENT WITH PAST PRACTICE, AND
THERE IS NOT AND HAS NOT BEEN ANY:
(a)
Material Adverse Effect with respect to WWAG;
(b)
Event which, if it had taken place following
the execution of this Agreement, would not have been permitted by Section 5.1
without prior consent of AllCom;
(c)
Condition, event or occurrence which could
reasonably be expected to prevent, hinder or materially