FOR THE PERIODS THEREIN SPECIFIED, AND
(V) ARE TRUE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS.
3.6.3.
THE COMPANY HAS NO OBLIGATIONS OR LIABILITIES OF ANY NATURE
(MATURED OR UN-MATURED, ABSOLUTE OR ACCRUED, FIXED OR CONTINGENT OR OTHERWISE)
OTHER THAN (I) THOSE SET FORTH OR ADEQUATELY PROVIDED FOR IN THE BALANCE SHEET
INCLUDED IN THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 (THE "COMPANY
BALANCE SHEET"), AND (II) THOSE INCURRED IN THE CONDUCT OF THE COMPANY'S
BUSINESS SINCE DECEMBER 31, 2006 (THE "COMPANY BALANCE SHEET DATE") IN THE
ORDINARY COURSE, CONSISTENT WITH PAST PRACTICE, WHICH ARE OF THE TYPE THAT
ORDINARILY RECUR AND, INDIVIDUALLY OR IN THE AGGREGATE, ARE NOT MATERIAL IN
NATURE OR AMOUNT AND DO NOT RESULT FROM ANY BREACH OF CONTRACT, TORT OR
VIOLATION OF LAW.
EXCEPT FOR OBLIGATIONS AND LIABILITIES REFLECTED IN THE
FINANCIAL STATEMENTS, THE COMPANY HAS NO OFF BALANCE SHEET OBLIGATION OR
LIABILITY OF ANY NATURE (MATURED OR UN-MATURED, FIXED OR CONTINGENT) TO, OR ANY
FINANCIAL INTEREST IN, ANY THIRD PARTY OR ENTITIES (INCLUDING THE SELLERS AND
ANY OF THEIR AFFILIATES), THE PURPOSE OR EFFECT OF WHICH IS TO DEFER, POSTPONE,
REDUCE OR OTHERWISE AVOID OR ADJUST THE RECORDING OF DEBT EXPENSES INCURRED BY
THE COMPANY.
ALL RESERVES THAT ARE SET FORTH IN OR REFLECTED IN THE COMPANY
BALANCE SHEET HAVE BEEN ESTABLISHED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED
AND ARE ADEQUATE.
3.6.4.
THE COMPANY HAS ESTABLISHED AND MAINTAINS A SYSTEM OF INTERNAL
ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCES (I) THAT
TRANSACTIONS, RECEIPTS AND EXPENDITURES OF THE COMPANY ARE BEING EXECUTED AND
MADE ONLY IN ACCORDANCE WITH APPROPRIATE AUTHORIZATIONS OF MANAGEMENT OF
COMPANY, (II) THAT TRANSACTIONS ARE RECORDED AS NECESSARY (A) TO PERMIT
PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GAAP AND (B) TO MAINTAIN
ACCOUNTABILITY FOR ASSETS, (III) REGARDING PREVENTION OR TIMELY DETECTION OF
UNAUTHORIZED ACQUISITION, USE OR DISPOSITION OF THE ASSETS OF COMPANY, AND
(IV) THAT THE AMOUNT RECORDED FOR ASSETS ON THE BOOKS AND RECORDS OF THE COMPANY
IS COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE
ACTION IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
NEITHER THE COMPANY, COMPANY'S
INDEPENDENT AUDITORS, NOR TO THE COMPANY'S KNOWLEDGE, ANY CURRENT OR FORMER
EMPLOYEE, CONSULTANT OR MANAGER (OR DIRECTOR, AS THE CASE MAY BE) OF COMPANY,
HAS IDENTIFIED OR BEEN MADE AWARE OF ANY FRAUD, WHETHER OR NOT MATERIAL, THAT
INVOLVES COMPANY'S MANAGEMENT OR OTHER CURRENT OR FORMER EMPLOYEES, CONSULTANTS,
MANAGERS OF COMPANY WHO HAVE A ROLE IN THE PREPARATION OF FINANCIAL STATEMENTS
OR THE INTERNAL ACCOUNTING CONTROLS UTILIZED BY THE COMPANY, OR ANY CLAIM OR
ALLEGATION REGARDING ANY OF THE FOREGOING.
NEITHER THE COMPANY NOR, TO THE
COMPANY'S KNOWLEDGE, ANY MANAGER, OFFICER, EMPLOYEE, AUDITOR, ACCOUNTANT OR
REPRESENTATIVE OF THE COMPANY HAS RECEIVED OR OTHERWISE HAD OR OBTAINED
KNOWLEDGE OF ANY MATERIAL COMPLAINT, ALLEGATION, ASSERTION OR CLAIM, WHETHER
WRITTEN OR ORAL, IN EACH CASE, REGARDING DEFICIENT ACCOUNTING OR AUDITING
PRACTICES, PROCEDURES, METHODOLOGIES OR METHODS OF THE COMPANY OR ITS INTERNAL
ACCOUNTING CONTROLS OR ANY MATERIAL INACCURACY IN THE COMPANY'S FINANCIAL
STATEMENTS.