OF THE COMPANY'S KNOWLEDGE, THE COMPANY HOLDS VALID LEASEHOLD INTERESTS IN SUCH
PROPERTY AND ASSETS FREE AND CLEAR OF ANY LIENS OF ANY OTHER PARTY OTHER THAN
THE LESSORS OF SUCH PROPERTY AND ASSETS, EXCEPT FOR PERMITTED LIENS.
3
3.10.
EXCEPT AS DISCLOSED IN THE FINANCIAL STATEMENTS (AS DEFINED BELOW),
INCURRED PURSUANT TO THE SALE OF THE SUBJECT SECURITIES OR INCURRED IN THE
ORDINARY COURSE OF BUSINESS, THE COMPANY HAS NO OBLIGATIONS OR LIABILITIES OF
ANY KIND (ABSOLUTE OR CONTINGENT, DIRECT OR INDIRECT) PURSUANT TO ANY AGREEMENT
OF ANY KIND RELATED TO ANY INDEBTEDNESS OF ANY KIND.
3.11.
THE COMPANY OWNS, FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED
LIENS, OR IS LICENSED OR OTHERWISE POSSESSES LEGALLY ENFORCEABLE RIGHTS TO USE,
ALL PATENTS, TRADEMARKS, TRADE NAMES, SERVICE MARKS AND COPYRIGHTS MATERIAL TO
THE OPERATION OF THE COMPANY'S BUSINESS, AND ANY APPLICATIONS RELATED TO ANY OF
THE FOREGOING.
3.12.
ALL REPORTS REQUIRED TO BE FILED BY THE COMPANY SINCE AND INCLUDING
THE COMPANY'S CURRENT REPORT ON FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON AUGUST 10, 2007, TO AND INCLUDING THE DATE HEREOF (COLLECTIVELY,
THE "SEC FILINGS") HAVE BEEN DULY FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, COMPLIED AT THE TIME OF FILING IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF THEIR RESPECTIVE FORMS AND WERE COMPLETE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF THE DATES AT WHICH THE INFORMATION WAS FURNISHED, AND
CONTAINED (AS OF SUCH DATES) NO UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED
TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
3.13.
THE FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES (THE "FINANCIAL
STATEMENTS") INCLUDED IN THE COMPANY'S CURRENT REPORT ON FORM 8-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 2007, AS AMENDED ON SEPTEMBER
24, 2007, ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND PRESENT FAIRLY
THE FINANCIAL POSITION OF THE COMPANY AS OF THE DATES SPECIFIED AND THE RESULTS
OF OPERATIONS FOR THE PERIODS SPECIFIED, IN EACH CASE, IN CONFORMITY WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT BASIS DURING
THE PERIODS INVOLVED, EXCEPT AS INDICATED THEREIN OR IN THE NOTES THERETO. SINCE
JUNE 30, 2007, THERE HAS NOT BEEN, EXCEPT WHERE IT WAS EITHER DISCLOSED IN THE
SEC FILINGS OR WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, (A) ANY PAYMENT OF DIVIDENDS ON, OR OTHER DISTRIBUTION WITH RESPECT TO,
OR ANY DIRECT OR INDIRECT REDEMPTION, PURCHASE OR ACQUISITION OF, ANY SHARES OF
THE CAPITAL STOCK OR OTHER SECURITIES OF THE COMPANY, (B) ANY DISPOSITION OF ANY
TANGIBLE OR INTANGIBLE MATERIAL ASSET OF THE COMPANY, (C) ANY DAMAGE,
DESTRUCTION OR LOSS (WHETHER OR NOT COVERED BY INSURANCE) OF ANY MATERIAL ASSET
OF THE COMPANY, OR (D) ANY CHANGE IN THE ACCOUNTING METHODS, PRACTICES OR
POLICIES FOLLOWED BY THE COMPANY OR ANY CHANGE IN DEPRECIATION OR AMORTIZATION
POLICIES OR RATES THERETOFORE ADOPTED, WHICH HAS NOT BEEN ADEQUATELY