THE COMPANY SUBSIDIARIES, (B) CONFLICT WITH OR VIOLATE IN ANY MATERIAL
RESPECT ANY LAW OR GOVERNMENTAL ORDER APPLICABLE TO THE SELLER, THE COMPANIES OR
THE COMPANY SUBSIDIARIES OR ANY OF THEIR RESPECTIVE ASSETS, PROPERTIES OR
BUSINESSES, (C) EXCEPT AS SET FORTH IN SECTION 3.05(C) OF THE DISCLOSURE
SCHEDULE OR AS DOES NOT CURRENTLY AND WOULD NOT REASONABLY BE EXPECTED TO
MATERIALLY AND ADVERSELY AFFECT THE ABILITY OF THE COMPANIES OR THE COMPANY
SUBSIDIARIES TO CONDUCT THE BUSINESS (TAKEN AS A WHOLE) AS CURRENTLY CONDUCTED,
CONFLICT WITH, RESULT IN ANY BREACH OF, CONSTITUTE A DEFAULT (OR EVENT WHICH,
WITH THE GIVING OF NOTICE OR LAPSE OF TIME, OR BOTH, WOULD BECOME A DEFAULT)
UNDER, REQUIRE ANY CONSENT UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION,
ACCELERATION OR CANCELLATION OR INCREASED, ADDITIONAL OR ACCELERATED OR
GUARANTEED RIGHTS, OBLIGATIONS OR ENTITLEMENTS OF ANY PERSON, UNDER, ANY
CONTRACT TO WHICH THE SELLER OR ANY OF ITS AFFILIATES (SOLELY TO THE EXTENT
RELATING TO THE BUSINESS), EITHER OF THE COMPANIES OR ANY OF THE COMPANY
SUBSIDIARIES IS A PARTY OR (D) RESULT IN THE CREATION OF ANY ENCUMBRANCE UPON
THE SHARES OR THE BUSINESS, PROPERTIES OR ASSETS OF THE COMPANIES OR THE COMPANY
SUBSIDIARIES.
SECTION 3.06.
GOVERNMENTAL CONSENTS AND APPROVALS; OTHER CONSENTS.
NEITHER THE
EXECUTION OR DELIVERY OF THIS AGREEMENT OR THE ANCILLARY AGREEMENTS BY THE
SELLER, NOR THE PERFORMANCE OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS OR
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY (INCLUDING
THE PRE-CLOSING TRANSFERS) BY THE SELLER AND ITS SUBSIDIARIES, REQUIRES ANY
CONSENT, APPROVAL, AUTHORIZATION OR OTHER ORDER OF, ACTION BY, OR FILING WITH OR
NOTIFICATION TO, ANY GOVERNMENTAL AUTHORITY, EXCEPT (A) AS DESCRIBED IN
SECTION 3.06 OF THE DISCLOSURE SCHEDULE, (B) THE NOTIFICATION AND WAITING PERIOD
REQUIREMENTS OF THE HSR ACT OR (C) THE POST-CLOSING NOTIFICATION REQUIREMENTS OF
THE INVESTMENT CANADA ACT.
SECTION 3.07.
FINANCIAL INFORMATION.
(A)
SECTION 3.07(A)(I) OF THE DISCLOSURE
SCHEDULE SETS FORTH THE COMBINED UNAUDITED BALANCE SHEETS OF THE COMPANIES AND
THE COMPANY SUBSIDIARIES FOR EACH OF THE TWO FISCAL YEARS ENDED AS OF JUNE 30,
2007 AND JUNE 30, 2008 (SUCH LATER BALANCE SHEET, THE "BALANCE SHEET") AND THE
RELATED COMBINED UNAUDITED STATEMENTS OF OPERATIONS AND STATEMENTS OF CASH FLOWS
OF THE COMPANIES AND THE COMPANY SUBSIDIARIES TOGETHER WITH THE RELATED NOTES
THERETO (COLLECTIVELY, THE "FINANCIAL STATEMENTS").
THE FINANCIAL STATEMENTS
(I) WERE PREPARED FROM THE BOOKS OF ACCOUNT AND OTHER FINANCIAL RECORDS OF THE
SELLER, THE COMPANIES AND THE COMPANY SUBSIDIARIES (EXCEPT AS MAY BE INDICATED
IN THE NOTES THERETO OR SET FORTH IN SECTION 3.07(A)(I) OF THE DISCLOSURE
SCHEDULE), (II) FAIRLY PRESENT, IN ALL MATERIAL RESPECTS, THE
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FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS OF THE COMPANIES AND
THE COMPANY SUBSIDIARIES AS OF THE DATES THEREOF AND FOR THE PERIODS COVERED
THEREBY AND (III) WERE PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT
BASIS THROUGH THE PERIODS TO WHICH THEY RELATE (EXCEPT FOR THE OMISSION OF
FOOTNOTES REQUIRED BY GAAP). EXCEPT AS SET FORTH ON SECTION 3.07(A)(I)