WERE MADE, NOT MISLEADING. EXCEPT AS SET FORTH IN SCHEDULE 3(K), AS
OF THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN
THE SEC DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE
ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH
RESPECT THERETO AS IN EFFECT AS OF THE TIME OF FILING. SUCH FINANCIAL STATEMENTS
HAVE BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,
CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY BE
OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, OR
(II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY EXCLUDE
FOOTNOTES OR MAY BE CONDENSED OR SUMMARY STATEMENTS) AND FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY AS OF THE DATES THEREOF
AND THE RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED
(SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT
ADJUSTMENTS). NO OTHER INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY TO
THE BUYERS WHICH IS NOT
9
INCLUDED IN THE SEC DOCUMENTS, INCLUDING, WITHOUT LIMITATION, INFORMATION
REFERRED TO IN SECTION 2(E) OF THIS AGREEMENT, CONTAINS ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE
THE STATEMENTS THEREIN NOT MISLEADING, IN THE LIGHT OF THE CIRCUMSTANCE UNDER
WHICH THEY ARE OR WERE MADE.
(L)
ABSENCE OF CERTAIN CHANGES. EXCEPT AS
DISCLOSED IN SCHEDULE 3(L), SINCE THE DATE OF THE COMPANY'S MOST RECENT AUDITED
OR REVIEWED FINANCIAL STATEMENTS CONTAINED IN A FORM 10-KSB OR FORM 10-QSB,
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE AND NO MATERIAL ADVERSE DEVELOPMENT IN
THE BUSINESS, ASSETS, PROPERTIES, OPERATIONS, CONDITION (FINANCIAL OR
OTHERWISE), RESULTS OF OPERATIONS OR PROSPECTS OF THE COMPANY OR ITS
SUBSIDIARIES. EXCEPT AS DISCLOSED IN SCHEDULE 3(L), SINCE THE DATE OF THE
COMPANY'S MOST RECENT AUDITED FINANCIAL STATEMENTS CONTAINED IN A FORM 10-KSB OR
FORM 10-QSB, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS (I) DECLARED OR
PAID ANY DIVIDENDS, (II) SOLD ANY ASSETS, INDIVIDUALLY OR IN THE AGGREGATE, IN
EXCESS OF $500,000 OUTSIDE OF THE ORDINARY COURSE OF BUSINESS OR (III) HAD
CAPITAL EXPENDITURES, INDIVIDUALLY OR IN THE AGGREGATE, IN EXCESS OF $500,000.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS TAKEN ANY STEPS TO SEEK
PROTECTION PURSUANT TO ANY BANKRUPTCY LAW NOR DOES THE COMPANY HAVE ANY
KNOWLEDGE OR REASON TO BELIEVE THAT ITS CREDITORS INTEND TO INITIATE INVOLUNTARY
BANKRUPTCY PROCEEDINGS OR ANY ACTUAL KNOWLEDGE OF ANY FACT WHICH WOULD
REASONABLY LEAD A CREDITOR TO DO SO. THE COMPANY AND ITS SUBSIDIARIES,
INDIVIDUALLY AND ON A CONSOLIDATED BASIS, ARE NOT AS OF THE DATE HEREOF, AND
AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED HEREBY TO OCCUR AT THE
CLOSING, WILL NOT BE INSOLVENT (AS DEFINED BELOW). FOR PURPOSES OF THIS
SECTION 3(L), "INSOLVENT" MEANS, WITH RESPECT TO THE COMPANY, ON A CONSOLIDATED
BASIS WITH ITS SUBSIDIARIES, (I) THE PRESENT FAIR SALEABLE VALUE OF THE
COMPANY'S AND ITS