RULING, CHARGE, OR OTHER RESTRICTION OF ANY GOVERNMENT,
GOVERNMENTAL AGENCY, OR COURT TO WHICH TARGET IS SUBJECT OR ANY PROVISION OF THE
ARTICLES OF ORGANIZATION OR OPERATING AGREEMENT OF TARGET, EACH AS AMENDED TO
DATE, OR (II) RESULT IN ANY CONFLICT OR REQUIRE ANY NOTICE UNDER ANY AGREEMENT,
CONTRACT, LEASE, LICENSE, INSTRUMENT, OR OTHER ARRANGEMENT TO WHICH TARGET IS A
PARTY OR BY WHICH IT IS BOUND OR TO WHICH ANY OF ITS ASSETS IS SUBJECT (OR
RESULT IN THE IMPOSITION OF ANY LIEN UPON ANY OF ITS ASSETS), EXCEPT WHERE SUCH
CONFLICT OR FAILURE TO GIVE NOTICE WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
TARGET NEED NOT GIVE ANY NOTICE TO, MAKE ANY FILING
WITH, OR OBTAIN ANY AUTHORIZATION, CONSENT, OR APPROVAL OF ANY GOVERNMENT OR
GOVERNMENTAL AGENCY IN ORDER FOR THE PARTIES TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, EXCEPT WHERE THE FAILURE TO GIVE NOTICE, TO
FILE, OR TO OBTAIN ANY AUTHORIZATION, CONSENT OR APPROVAL WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4.4
BROKERS' FEES.
NEITHER TARGET NOR ITS AFFILIATES HAS ANY
LIABILITY TO PAY ANY FEES OR COMMISSIONS TO ANY BROKER, FINDER, OR AGENT WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
4.5
TITLE TO ASSETS.
TARGET HAS GOOD AND MARKETABLE TITLE TO, OR A
VALID LEASEHOLD INTEREST IN, THE PROPERTIES AND ASSETS USED BY IT, LOCATED ON
ITS PREMISES, OR SHOWN ON THE FINANCIAL STATEMENTS OR ACQUIRED AFTER THE DATE
THEREOF, FREE AND CLEAR OF ALL LIENS, EXCEPT FOR PROPERTIES AND ASSETS DISPOSED
OF IN THE ORDINARY COURSE OF BUSINESS SINCE THE DATE OF THE FINANCIAL
STATEMENTS.
4.6
SUBSIDIARIES.
TARGET DOES NOT HAVE ANY SUBSIDIARIES AND DOES NOT
OWN OR HAVE ANY RIGHT TO ACQUIRE, DIRECTLY OR INDIRECTLY, ANY OUTSTANDING
CAPITAL STOCK OF, OR OTHER EQUITY INTERESTS IN, ANY PERSON.
4.7
FINANCIAL STATEMENTS.
ATTACHED HERETO AS EXHIBIT C ARE THE
FOLLOWING FINANCIAL STATEMENTS (COLLECTIVELY THE "FINANCIAL STATEMENTS"): (I)
UNAUDITED BALANCE SHEET AND STATEMENT OF INCOME AS OF AND FOR THE FISCAL YEAR
ENDED ON DECEMBER 31, 2005 FOR TARGET; AND (II) UNAUDITED BALANCE SHEET (THE
"MOST RECENT BALANCE SHEET") AND STATEMENT OF INCOME (THE "MOST RECENT INCOME
STATEMENT") AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2006 (THE "MOST RECENT
FISCAL MONTH END") FOR TARGET.
THE FINANCIAL STATEMENTS PRESENT FAIRLY IN ALL
MATERIAL RESPECTS THE FINANCIAL CONDITION OF TARGET AS OF SUCH DATE AND THE
RESULTS OF OPERATIONS OF TARGET FOR SUCH PERIOD, ARE CORRECT AND COMPLETE, AND
ARE CONSISTENT WITH THE BOOKS AND RECORDS OF TARGET (WHICH BOOKS AND RECORDS ARE
CORRECT AND COMPLETE).
4.8
EVENTS SUBSEQUENT TO MOST RECENT FISCAL MONTH END.
SINCE THE MOST
RECENT FISCAL MONTH END, THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BETWEEN THE DATE OF THE MOST
RECENT FISCAL MONTH END AND THE DATE OF THIS AGREEMENT:
(A)
TARGET HAS NOT SOLD, LEASED, TRANSFERRED, OR ASSIGNED ANY OF ITS
MATERIAL ASSETS, TANGIBLE OR INTANGIBLE, OTHER THAN FOR A FAIR