TO THE KNOWLEDGE OF THE SELLERS, THREATENED THAT
COULD REASONABLY BE EXPECTED TO RESULT IN THE TERMINATION, REVOCATION,
LIMITATION, SUSPENSION, RESTRICTION OR IMPAIRMENT OF ANY ACQUIRED BUSINESS
LICENSE OR THE IMPOSITION OF ANY FINE, PENALTY OR OTHER SANCTIONS FOR VIOLATION
OF ANY LEGAL OR REGULATORY REQUIREMENTS RELATING TO ANY ACQUIRED BUSINESS
LICENSE OR, TO THE KNOWLEDGE OF THE SELLERS, ANY BASIS THEREFOR. THE SELLERS
HAVE ALL APPROVALS OF GOVERNMENTAL AUTHORITIES THAT ARE OR WERE NECESSARY IN
ORDER TO ENABLE THE SELLERS TO OWN AND OPERATE THE ACQUIRED ASSETS AND TO
CONDUCT THE ACQUIRED BUSINESSES.
ALL ACQUIRED BUSINESS LICENSES ARE VALIDLY
HELD BY THE SELLERS, AND EACH SELLER HAS COMPLIED IN ALL MATERIAL RESPECTS WITH
THE TERMS AND CONDITIONS OF EACH ACQUIRED BUSINESS LICENSE HELD BY IT.
3.7
TITLE TO AND CONDITION OF PROPERTIES; SUFFICIENCY OF ASSETS.
EACH
SELLER IS THE SOLE AND EXCLUSIVE LEGAL AND EQUITABLE OWNER OF ALL RIGHT, TITLE
AND INTEREST IN, AND HAS GOOD, CLEAR, INDEFEASIBLE AND MARKETABLE TITLE TO, ALL
OF THE ACQUIRED ASSETS PURPORTED TO BE OWNED BY SUCH SELLER AND HAS THE VALID,
ENFORCEABLE AND SUFFICIENT RIGHT TO USE ALL OF THE OTHER ACQUIRED ASSETS USED OR
HELD BY SUCH SELLER, FREE AND CLEAR OF ALL LIENS.
ALL TANGIBLE ASSETS AND
PROPERTIES INCLUDED IN THE ACQUIRED ASSETS HAVE BEEN MAINTAINED IN ACCORDANCE
WITH NORMAL INDUSTRY PRACTICE AND ARE IN OPERATING CONDITION, SUBJECT TO
ORDINARY WEAR AND TEAR AND THERE HAS NOT BEEN ANY MATERIAL INTERRUPTION OF THE
OPERATIONS OF THE ACQUIRED BUSINESSES DUE TO THE CONDITION OF ANY SUCH ASSETS OR
PROPERTIES. THE ACQUIRED ASSETS COMPRISE ALL MATERIAL ASSETS, PROPERTIES AND
RIGHTS NECESSARY FOR THE OPERATION OF THE BUSINESS IN THE MANNER IN WHICH THE
BUSINESS IS CURRENTLY OPERATED, IT BEING UNDERSTOOD BY THE BUYER PARTIES,
HOWEVER, THAT CERTAIN ASSETS AND SERVICES USED IN THE OPERATION OF THE BUSINESS
SUCH AS, BUT NOT LIMITED TO, ACCOUNTING FUNCTIONS AND SERVICES AND INTERNET
ACCESS CAPABILITY, HAVE BEEN PROVIDED BY SELLERS AND ARE NOT PART OF THE
ACQUIRED ASSETS ("SELLERS' ASSETS").
3.8
FINANCIAL STATEMENTS.
ATTACHED HERETO AS SECTION 3.8(A) OF THE
DISCLOSURE SCHEDULE ARE THE UNAUDITED SCHEDULE OF ACQUIRED ASSETS AND ASSUMED
LIABILITIES AS OF DECEMBER 31, 2008 AND THE RELATED STATEMENTS OF INCOME FOR THE
TWELVE-MONTH PERIODS ENDED DECEMBER 31, 2008 (COLLECTIVELY, THE "FINANCIAL
STATEMENTS"). THE FINANCIAL STATEMENTS ARE COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS, AND HAVE BEEN PREPARED IN ACCORDANCE WITH SOUND BUSINESS AND
ACCOUNTING PRACTICES, AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE RESULTS OF
OPERATIONS AND THE FINANCIAL POSITION OF THE BUSINESS AS AT AND FOR THE
TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2008.
ALSO, INCLUDED AS PART OF
SECTION 3.8 OF THE DISCLOSURE SCHEDULE, FOR BUYER'S INFORMATION (BUT WITHOUT
REPRESENTATION BY THE SELLERS) ARE STATEMENTS OF INCOME FOR EACH QUARTERLY
PERIOD IN 2008.
3.9
ABSENCE OF UNDISCLOSED LIABILITIES.
EXCEPT AS AND TO THE AMOUNTS
SPECIFICALLY ACCRUED OR DISCLOSED IN THE FINANCIAL STATEMENTS OR IN THE
DISCLOSURE SCHEDULE, NEITHER SELLER HAS ANY LIABILITIES ARISING FROM THE
OPERATION OF THE BUSINESS, EXCEPT FOR LIABILITIES