THE PART OF THE
SELLER, THE PARENT AND THE OWNER.
THIS AGREEMENT HAS BEEN DULY AND VALIDLY
EXECUTED AND DELIVERED BY THE SELLER, THE PARENT AND THE OWNER AND, ASSUMING THE
DUE AUTHORIZATION, EXECUTION AND DELIVERY BY THE PURCHASER, CONSTITUTES A VALID
AND BINDING OBLIGATION OF EACH THE SELLER, THE PARENT AND THE OWNER ENFORCEABLE
AGAINST THE SELLER, THE PARENT AND THE OWNER IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS THE ENFORCEABILITY THEREOF MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR OTHER LAWS OR EQUITABLE PRINCIPLES RELATING TO OR AFFECTING
THE ENFORCEMENT OF CREDITORS' RIGHTS.
3.3
NONCONTRAVENTION.
SUBJECT TO THE RECEIPT OF THE CONSENTS AND
APPROVALS SET FORTH IN SECTION 6.4 AND EXCEPT AS SET FORTH ON SCHEDULE 3.3, THE
EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE SELLER AND THE CONSUMMATION BY
THE SELLER OF THE TRANSACTIONS CONTEMPLATED HEREBY, DOES NOT AND WILL NOT, AS
THE CASE MAY BE, (A) CONFLICT WITH OR VIOLATE ANY PROVISION OF THE ARTICLES OF
INCORPORATION, BYLAWS OR ANY CONTRACT, (B) REQUIRE ON THE PART OF THE SELLER ANY
FILING WITH, OR ANY PERMIT, AUTHORIZATION, CONSENT OR APPROVAL OF, ANY
GOVERNMENTAL ENTITY, (C)
RESULT IN THE IMPOSITION OF ANY LIEN UPON ANY OF THE
ACQUIRED ASSETS OR (D) VIOLATE ANY LAW APPLICABLE TO THE SELLER OR ANY OF THE
ACQUIRED ASSETS.
3.4
FINANCIAL STATEMENTS.
(A)
THE SELLER HAS DELIVERED TO THE PURCHASER A TRUE AND COMPLETE COPY
OF THE FOLLOWING FINANCIAL STATEMENTS (COLLECTIVELY, THE "SELLER FINANCIAL
STATEMENTS"):
UNAUDITED BALANCE SHEETS AND STATEMENTS OF INCOME OF THE SELLER,
AS OF AND FOR THE TWO MONTH PERIOD ENDING FEBRUARY 28, 2007 (THE "INTERIM
FINANCIAL STATEMENTS") AND AS OF AND FOR THE YEARS ENDING DECEMBER 31, 2004,
2005 AND 2006.
EXCEPT AS SET FORTH ON SCHEDULE 3.4(A), THE SELLER FINANCIAL
STATEMENTS (I) HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP IN ALL MATERIAL
RESPECTS APPLIED ON A CONSISTENT BASIS THROUGHOUT THE PERIODS COVERED THEREBY,
(II) FAIRLY PRESENT THE FINANCIAL CONDITION OF THE SELLER AS OF SUCH DATES AND
THE RESULTS OF OPERATIONS OF THE SELLER FOR SUCH PERIODS, AND (III) ARE
CONSISTENT IN ALL MATERIAL RESPECTS WITH THE BOOKS AND RECORDS OF THE SELLER,
EXCEPT THAT THE SELLER FINANCIAL STATEMENTS DO NOT CONTAIN FOOTNOTES AND
PRESENTATION ITEMS AS REQUIRED BY GAAP AND THE INTERIM FINANCIAL STATEMENTS ARE
SUBJECT TO NORMAL YEAR-END ACCRUALS AND ADJUSTMENTS.
(B)
SUBJECT TO ANY OF THE RESERVES SET FORTH THEREIN, THE ACCOUNTS
RECEIVABLE INCLUDED IN THE ACQUIRED ASSETS SHOWN ON THE SELLER FINANCIAL
STATEMENTS ARE VALID AND GENUINE, HAVE ARISEN SOLELY OUT OF BONA FIDE
TRANSACTIONS IN THE ORDINARY COURSE AND ARE NOT SUBJECT TO ANY PRIOR ASSIGNMENT
OR LIENS.
THE ACCOUNTS RECEIVABLE INCLUDED IN THE ACQUIRED ASSETS ARE
COLLECTIBLE AT THEIR RECORDED AMOUNTS, SUBJECT ONLY TO THE RESERVE FOR DOUBTFUL
ACCOUNTS SHOWN ON THE SELLER FINANCIAL STATEMENTS WITHIN COMMERCIALLY REASONABLE
PERIODS OF TIME CONSISTENT WITH PAST EXPERIENCE.
SCHEDULE 3.4(B) SETS FORTH AN
AGED LIST OF THE UNPAID ACCOUNTS RECEIVABLE OWING TO THE SELLER AS OF MARCH 31,
2007, WITH THE LAST KNOWN ADDRESS