AGREEMENT OR THE
COLLATERAL DOCUMENTS.
3.8
FINANCIAL STATEMENTS.
THE COMPANY HAS PROVIDED PARENT WITH COPIES
OF THE UNAUDITED CONSOLIDATED BALANCE SHEETS OF THE COMPANY AS OF JUNE 30, 2007
(THE "COMPANY FINANCIAL STATEMENT DATE"), AND THE UNAUDITED CONSOLIDATED
STATEMENTS OF OPERATIONS FOR THE PERIOD THEN ENDED AND THE AUDITED CONSOLIDATED
BALANCE SHEET OF THE COMPANY AS OF DECEMBER 31, 2006 AND THE AUDITED
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE PERIOD THEN ENDED (COLLECTIVELY,
THE "COMPANY FINANCIAL STATEMENTS").
THE COMPANY FINANCIAL STATEMENTS HAVE BEEN
PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A BASIS CONSISTENT THROUGHOUT ALL
PERIODS
14
PRESENTED, PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION OF
THE COMPANY AND ITS RESULTS OF OPERATIONS AS OF THE DATE AND FOR THE PERIODS
INDICATED THEREIN. THE ACCOUNTING AND OTHER FINANCIAL RECORDS OF THE COMPANY
HAVE BEEN MAINTAINED IN ACCORDANCE WITH GOOD BUSINESS PRACTICES.
3.9
LITIGATION.
EXCEPT AS SET FORTH ON SCHEDULE 3.9 HERETO, THERE ARE
NO OUTSTANDING JUDGMENTS OR ORDERS AGAINST OR OTHERWISE AFFECTING OR RELATED TO
THE COMPANY, ITS BUSINESS, ASSETS OR PROPERTIES, AND THERE IS NO ACTION,
ARBITRATION, AUDIT, HEARING, SUIT, COMPLAINT, PROCEEDING OR INVESTIGATION,
JUDICIAL, ADMINISTRATIVE OR OTHERWISE, THAT IS PENDING OR, TO THE COMPANY'S
KNOWLEDGE, THREATENED THAT, IF ADVERSELY DETERMINED, WOULD HAVE A MATERIAL
ADVERSE EFFECT ON THE COMPANY OR A MATERIAL ADVERSE EFFECT ON THE VALIDITY,
BINDING EFFECT OR ENFORCEABILITY OF THIS AGREEMENT OR THE COLLATERAL DOCUMENTS.
3.10
TAXES.
EXCEPT AS SET FORTH ON SCHEDULE 3.10 HERETO, THE COMPANY
HAS DULY AND TIMELY FILED IN PROPER FORM ALL TAX RETURNS FOR ALL TAXES REQUIRED
TO BE FILED WITH THE APPROPRIATE REGULATORY AUTHORITY, AND HAS PAID ALL TAXES
REQUIRED TO BE PAID IN RESPECT THEREOF EXCEPT WHERE SUCH FAILURE WOULD NOT HAVE
A MATERIAL ADVERSE EFFECT ON THE COMPANY.
3.11
BOOKS AND RECORDS.
THE BOOKS AND RECORDS OF THE COMPANY ACCURATELY
AND FAIRLY REPRESENT THE COMPANY'S BUSINESS AND ITS RESULTS OF OPERATIONS IN ALL
MATERIAL RESPECTS.
3.12
BROKERS OR FINDERS.
EXCEPT AS SET FORTH ON SCHEDULE 3.12 HERETO,
ALL NEGOTIATIONS RELATIVE TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY HAVE BEEN CARRIED OUT BY THE COMPANY OR ITS AFFILIATES IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND NEITHER THE COMPANY, OR
AFFILIATES HAS INCURRED ANY OBLIGATION TO PAY ANY BROKERAGE OR FINDER'S FEE OR
OTHER COMMISSION IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT.
3.13
DISCLOSURE.
NO REPRESENTATION OR WARRANTY OF THE COMPANY IN THIS
AGREEMENT OR IN THE COLLATERAL DOCUMENTS AND NO STATEMENT IN ANY CERTIFICATE
FURNISHED OR TO BE FURNISHED BY THE COMPANY PURSUANT TO THIS AGREEMENT
CONTAINED, CONTAINS OR WILL CONTAIN ON THE DATE SUCH AGREEMENT OR CERTIFICATE
WAS OR IS DELIVERED, OR ON THE CLOSING DATE, ANY UNTRUE STATEMENT OF A MATERIAL
FACT, OR OMITTED, OMITS OR WILL OMIT ON SUCH DATE TO STATE ANY MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING.
3.14
NO UNDISCLOSED LIABILITIES.
EXCEPT AS SET FORTH IN SCHEDULE 3.14