PARENT.
3.5
SEC FILINGS; FINANCIAL STATEMENTS.
(A)
PARENT HAS MADE AVAILABLE
TO THE COMPANY A CORRECT AND COMPLETE COPY OF EACH REPORT, REGISTRATION
STATEMENT AND DEFINITIVE PROXY STATEMENT FILED BY PARENT WITH THE SEC (THE
"PARENT SEC REPORTS"), WHICH ARE ALL THE FORMS, REPORTS AND DOCUMENTS REQUIRED
TO BE FILED BY PARENT WITH THE SEC PRIOR TO THE DATE OF THIS AGREEMENT.
AS OF
THEIR RESPECTIVE DATES, THE PARENT SEC REPORTS:
(I) WERE PREPARED IN ACCORDANCE
AND COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES
ACT OR THE EXCHANGE ACT, AS THE CASE MAY BE, AND THE RULES AND REGULATIONS OF
THE SEC THEREUNDER APPLICABLE TO SUCH PARENT SEC REPORTS, AND (II) DID NOT AT
THE TIME THEY WERE FILED (AND IF AMENDED OR SUPERSEDED BY A FILING PRIOR TO THE
DATE OF THIS AGREEMENT THEN ON THE DATE OF SUCH FILING AND AS SO AMENDED OR
SUPERSEDED) CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING.
EXCEPT TO THE EXTENT SET FORTH IN THE PRECEDING SENTENCE,
PARENT MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER CONCERNING THE PARENT SEC
REPORTS AS OF ANY TIME OTHER THAN THE TIME THEY WERE FILED.
30
(B)
EACH SET OF FINANCIAL STATEMENTS (INCLUDING, IN EACH CASE, ANY RELATED
NOTES THERETO) CONTAINED IN PARENT SEC REPORTS, INCLUDING EACH PARENT SEC REPORT
FILED AFTER THE DATE HEREOF UNTIL THE CLOSING, COMPLIED OR WILL COMPLY AS TO
FORM IN ALL MATERIAL RESPECTS WITH THE PUBLISHED RULES AND REGULATIONS OF THE
SEC WITH RESPECT THERETO, WAS OR WILL BE PREPARED IN ACCORDANCE WITH U.S. GAAP
APPLIED ON A CONSISTENT BASIS THROUGHOUT THE PERIODS INVOLVED (EXCEPT AS MAY BE
INDICATED IN THE NOTES THERETO OR, IN THE CASE OF UNAUDITED STATEMENTS, DO NOT
CONTAIN FOOTNOTES AS PERMITTED BY FORM 10-Q OF THE EXCHANGE ACT) AND EACH FAIRLY
PRESENTS OR WILL FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION
OF PARENT AT THE RESPECTIVE DATES THEREOF AND THE RESULTS OF ITS OPERATIONS AND
CASH FLOWS FOR THE PERIODS INDICATED, EXCEPT THAT THE UNAUDITED INTERIM
FINANCIAL STATEMENTS WERE, ARE OR WILL BE SUBJECT TO NORMAL ADJUSTMENTS WHICH
WERE NOT OR ARE NOT EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON PARENT TAKEN
AS A WHOLE.
3.6
NO UNDISCLOSED LIABILITIES.
PARENT HAS NO LIABILITIES (ABSOLUTE,
ACCRUED, CONTINGENT OR OTHERWISE) OF A NATURE REQUIRED TO BE DISCLOSED ON A
BALANCE SHEET OR IN THE RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED IN
PARENT SEC REPORTS WHICH ARE, INDIVIDUALLY OR IN THE AGGREGATE, MATERIAL TO THE
BUSINESS, RESULTS OF OPERATIONS OR FINANCIAL CONDITION OF PARENT, EXCEPT (I)
LIABILITIES PROVIDED FOR IN OR OTHERWISE DISCLOSED IN PARENT SEC REPORTS FILED
PRIOR TO THE DATE HEREOF, AND (II) LIABILITIES INCURRED SINCE JANUARY 10, 2006
IN THE ORDINARY COURSE OF BUSINESS, NONE OF WHICH WOULD HAVE A MATERIAL ADVERSE
EFFECT ON