EXCEPT AS SET FORTH IN SCHEDULE 4.4, NO
ACQUIRED ENTITY IS REQUIRED TO GIVE ANY NOTICE TO OR OBTAIN ANY CONSENT FROM ANY
PERSON IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE
CONSUMMATION OR PERFORMANCE OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 4.5
ACCOUNTS RECEIVABLE.
ALL ACCOUNTS RECEIVABLE THAT ARE
REFLECTED ON THE INTERIM BALANCE SHEET OR ON THE ACCOUNTING RECORDS OF THE
ACQUIRED ENTITIES AS OF THE CLOSING DATE REPRESENT OR WILL REPRESENT VALID
OBLIGATIONS ARISING FROM SALES ACTUALLY MADE OR SERVICES ACTUALLY PERFORMED BY
THE ACQUIRED ENTITIES IN THE ORDINARY COURSE OF BUSINESS.
THE ACQUIRED ENTITIES
WILL TAKE REASONABLE STEPS IN THE ORDINARY COURSE OF BUSINESS TO COLLECT THE
ACCOUNTS RECEIVABLE PRIOR TO THE CLOSING DATE.
EXCEPT TO THE EXTENT PAID PRIOR
TO THE CLOSING DATE, SUCH ACCOUNTS RECEIVABLE ARE OR WILL BE AS OF THE CLOSING
DATE CURRENT AND COLLECTIBLE NET OF THE RESPECTIVE RESERVES SHOWN ON THE INTERIM
BALANCE SHEET (WHICH RESERVES ARE ADEQUATE AND CALCULATED CONSISTENT WITH PAST
PRACTICE).
THERE IS NO CONTEST, CLAIM, DEFENSE OR RIGHT OF SETOFF, OTHER THAN
RETURNS IN THE ORDINARY COURSE OF BUSINESS OF THE ACQUIRED ENTITIES, UNDER ANY
CONTRACT WITH ANY ACCOUNT DEBTOR OF AN ACCOUNT RECEIVABLE RELATING TO THE AMOUNT
OR VALIDITY OF SUCH ACCOUNT RECEIVABLE.
SCHEDULE 4.5 CONTAINS A COMPLETE AND
ACCURATE LIST OF ALL ACCOUNTS RECEIVABLE AS OF THE DATE OF THE INTERIM BALANCE
SHEET, WHICH LIST SETS FORTH THE AGING OF EACH SUCH ACCOUNT RECEIVABLE.
SECTION 4.6
FINANCIAL STATEMENTS.
(A)
SCHEDULE 4.6 CONTAINS A TRUE AND CORRECT COPY OF (I) AN UNAUDITED
AND REVIEWED BALANCE SHEET OF THE ACQUIRED ENTITIES AT JUNE 30, 2005 AND JUNE
30, 2006 ("INTERIM BALANCE SHEET"), AND THE RELATED UNAUDITED AND REVIEWED
STATEMENTS OF INCOME, SHAREHOLDERS' EQUITY AND CASH FLOWS FOR THE PERIOD THEN
ENDED AND (II) AUDITED FINANCIAL STATEMENTS OF THE ACQUIRED ENTITIES AS OF
DECEMBER 31 OF EACH OF 2003, 2004 AND 2005 THE (THE FINANCIAL STATEMENTS
DESCRIBED IN CLAUSES (I) AND (II) ABOVE ARE COLLECTIVELY REFERRED TO AS THE
"FINANCIAL STATEMENTS").
EXCEPT AS NOTED ON SCHEDULE 4.6 OR IN THE FINANCIAL
STATEMENTS AND EXCEPT FOR NORMAL YEAR-END ADJUSTMENTS, THE FINANCIAL STATEMENTS
WERE PREPARED IN ACCORDANCE WITH GAAP AND PRESENT FAIRLY, IN ALL MATERIAL
RESPECTS, THE FINANCIAL POSITION, RESULTS OF OPERATIONS, AND CASH FLOWS OF THE
ACQUIRED ENTITIES AT THE RESPECTIVE DATES THEREOF AND THE OPERATING INCOME OF
THE ACQUIRED ENTITIES FOR THE RESPECTIVE PERIODS THEN ENDED.
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(B)
AS OF JUNE 30, 2006, THE ACQUIRED ENTITIES HAVE NO DEBT, EXCEPT AS
SET FORTH IN THE INTERIM BALANCE SHEET.
(c)
As of the date hereof, the Acquired Entities have no off-balance
sheet financing statements as determined in accordance with GAAP, except as set
forth on Schedule 4.6.
SECTION 4.7
INVENTORIES.
EXCEPT AS NOTED ON SCHEDULE 4.7, ALL ITEMS
INCLUDED IN THE INVENTORIES CONSIST OF A QUALITY AND QUANTITY USABLE OR
CONSUMABLE IN THE PROVISION OF THE ACQUIRED ENTITIES' SERVICES IN THE ORDINARY
COURSE OF BUSINESS EXCEPT FOR OBSOLETE ITEMS AND ITEMS OF