OR ANY SUCCESSOR OR LIKE FORM UNDER THE EXCHANGE ACT); AND (III) FAIRLY
PRESENTED IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE
COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE RESPECTIVE DATES THEREOF AND
THE CONSOLIDATED RESULTS OF THE COMPANY'S OPERATIONS AND CASH FLOWS FOR THE
PERIODS INDICATED.
THE BALANCE SHEET OF THE COMPANY AS OF SEPTEMBER 30, 2009
CONTAINED IN THE COMPANY SEC REPORTS IS HEREINAFTER REFERRED TO AS THE "COMPANY
BALANCE SHEET."
EXCEPT AS DISCLOSED IN THE COMPANY FINANCIALS, SINCE THE DATE
OF THE COMPANY BALANCE SHEET AND THROUGH THE DATE HEREOF, NEITHER THE COMPANY
NOR ANY OF ITS SUBSIDIARIES HAS ANY LIABILITIES REQUIRED UNDER GAAP TO BE SET
FORTH ON A CONSOLIDATED BALANCE SHEET WHICH, INDIVIDUALLY OR IN THE AGGREGATE,
WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY, EXCEPT FOR (A) LIABILITIES
SET FORTH, RECOGNIZED OR DISCLOSED ON THE COMPANY BALANCE SHEET, (B) LIABILITIES
INCURRED SINCE THE DATE OF THE COMPANY BALANCE SHEET IN THE ORDINARY COURSE OF
BUSINESS, AND (C) LIABILITIES INCURRED PURSUANT TO THIS AGREEMENT.
(C)
INTERNAL CONTROLS.
THE COMPANY HAS ESTABLISHED AND MAINTAINS,
ADHERES TO AND ENFORCES A SYSTEM OF INTERNAL ACCOUNTING CONTROLS WHICH ARE
EFFECTIVE IN PROVIDING REASONABLE ASSURANCE REGARDING THE RELIABILITY OF
FINANCIAL REPORTING AND THE PREPARATION OF FINANCIAL STATEMENTS IN ACCORDANCE
WITH GAAP, INCLUDING POLICIES AND PROCEDURES THAT (I) REQUIRE THE MAINTENANCE OF
RECORDS THAT IN REASONABLE DETAIL ACCURATELY AND FAIRLY REFLECT THE TRANSACTIONS
AND DISPOSITIONS OF THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES, (II) PROVIDE
REASONABLE ASSURANCE THAT TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT
PREPARATION OF FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP, AND THAT RECEIPTS
AND EXPENDITURES OF THE COMPANY AND ITS SUBSIDIARIES ARE BEING MADE
ONLY IN ACCORDANCE WITH APPROPRIATE AUTHORIZATIONS OF MANAGEMENT AND THE BOARD
OF DIRECTORS OF THE COMPANY (THE "BOARD"), AND (III) PROVIDE REASONABLE
ASSURANCE REGARDING PREVENTION OR TIMELY DETECTION OF UNAUTHORIZED ACQUISITION,
USE OR DISPOSITION OF THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES.
NEITHER
THE COMPANY NOR, TO THE KNOWLEDGE OF THE COMPANY, THE COMPANY'S INDEPENDENT
AUDITORS, HAS IDENTIFIED OR BEEN MADE AWARE OF (A) ANY SIGNIFICANT DEFICIENCY OR
MATERIAL WEAKNESS, IN EACH CASE WHICH HAS NOT BEEN SUBSEQUENTLY REMEDIATED, IN
THE SYSTEM OF INTERNAL ACCOUNTING CONTROLS UTILIZED BY THE COMPANY AND ITS
SUBSIDIARIES, TAKEN AS A WHOLE, OR (B) ANY FRAUD THAT INVOLVES THE COMPANY'S
MANAGEMENT OR OTHER EMPLOYEES WHO HAVE A ROLE IN THE PREPARATION OF FINANCIAL
STATEMENTS OR THE INTERNAL ACCOUNTING CONTROLS UTILIZED BY THE COMPANY.
3.5
GOVERNMENTAL CONSENTS.
NO CONSENT, APPROVAL, ORDER OR
AUTHORIZATION OF, OR REGISTRATION, DECLARATION OR FILING WITH ANY GOVERNMENTAL
ENTITY IS REQUIRED TO BE OBTAINED OR MADE BY THE COMPANY IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY, EXCEPT FOR: (I) SUCH CONSENTS, APPROVALS, ORDERS, AUTHORIZATIONS,
REGISTRATIONS, DECLARATIONS AND FILINGS AS MAY BE REQUIRED UNDER APPLICABLE U.S.
FEDERAL AND STATE
9
securities; (ii) such clearance and approvals as may be required from CFIUS with
respect to the transaction, such clearance and approval obtained