(A) TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN
CONFORMITY WITH GAAP OR ANY OTHER CRITERIA APPLICABLE TO SUCH STATEMENTS AND (B)
TO MAINTAIN ACCOUNTABILITY FOR ASSETS, (III) ACCESS TO ASSETS IS PERMITTED ONLY
IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION AND (IV) THE
RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH THE EXISTING ASSETS AT
REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY
DIFFERENCES.
SINCE JANUARY 1, 2004, THE BOOKS, RECORDS AND ACCOUNTS OF SIRIUS
HAVE ACCURATELY AND FAIRLY REFLECTED AND CURRENTLY ACCURATELY AND FAIRLY
REFLECT, IN REASONABLE DETAIL AND IN ALL MATERIAL RESPECTS, THE TRANSACTIONS AND
DISPOSITIONS OF THE ASSETS OF SIRIUS.
THE COMPANY BOOKS OF SIRIUS CONTAIN
ACCURATE AND COMPLETE RECORDS OF ALL MEETINGS HELD OF, AND MATERIAL COMPANY
ACTION TAKEN BY, THE MEMBERS OF SIRIUS SINCE JANUARY 1, 2004, AND NO MEETING OF
ANY SUCH MEMBERS HAS BEEN HELD SINCE JANUARY 1, 2004 FOR WHICH MINUTES HAVE NOT
BEEN PREPARED AND ARE NOT CONTAINED IN SUCH MINUTE BOOKS.
SECTION 4.29
SAFETY REPORTS.
SCHEDULE 4.29 SETS FORTH A COMPLETE LISTING OF
ALL INJURY REPORTS, WORKERS' COMPENSATION REPORTS AND CLAIMS, SAFETY CITATIONS
AND REPORTS AND OSHA REPORTS RELATING TO ANY OF THE FOREGOING SINCE JANUARY 1,
2004.
SECTION 4.30
TRANSACTIONS WITH CERTAIN PERSONS.
EXCEPT AS SET FORTH ON
SCHEDULE 4.30, DURING THE PAST TWO YEARS, SIRIUS HAS NOT, DIRECTLY OR
INDIRECTLY, PURCHASED, LEASED OR OTHERWISE ACQUIRED ANY PROPERTY OR OBTAINED ANY
SERVICES FROM, OR SOLD, LEASED OR OTHERWISE DISPOSED OF ANY PROPERTY OR
FURNISHED ANY SERVICES TO, OR OTHERWISE DEALT WITH (EXCEPT WITH RESPECT TO
REMUNERATION FOR SERVICES RENDERED AS A MANAGER, OFFICER OR EMPLOYEE OF SIRIUS),
IN THE ORDINARY COURSE OF BUSINESS OR OTHERWISE, (A) ANY OFFICER, MANAGER OR
SHAREHOLDER OF SIRIUS OR ANY FAMILY MEMBER OF ANY SUCH PERSON OR (B) ANY PERSON
WHICH, DIRECTLY OR INDIRECTLY, ALONE OR TOGETHER WITH OTHERS, CONTROLS, IS
CONTROLLED BY OR IS UNDER COMMON CONTROL WITH SIRIUS OR ANY MEMBER THEREOF.
EXCEPT AS SET FORTH ON SCHEDULE 4.30, SIRIUS DOES NOT OWE ANY AMOUNT TO, NOR
DOES IT HAVE ANY CONTRACT WITH OR COMMITMENT TO, ANY OF ITS MEMBERS,
MANAGERS,
OFFICERS, EMPLOYEES, FAMILIES OF EMPLOYEES (INCLUDING RELATIVES BY MARRIAGE) OR
CONSULTANTS (OTHER THAN COMPENSATION TO MANAGERS, OFFICERS, OR EMPLOYEES FOR
CURRENT SERVICES NOT YET DUE AND PAYABLE AND REIMBURSEMENT OF EXPENSES OF
EMPLOYEES ARISING IN THE ORDINARY COURSE OF BUSINESS AND ON AN ARMS-LENGTH BASIS
NOT IN EXCESS OF $10,000 IN THE AGGREGATE), AND NONE OF SUCH PERSONS OWE ANY
AMOUNT TO SIRIUS.
SECTION 4.31
CLOSING DATE BALANCE SHEET.
THE CLOSING DATE BALANCE SHEET (AS
PREPARED IN ACCORDANCE WITH SECTION 6.11 OF THIS AGREEMENT) WILL PRESENT FAIRLY,
IN ALL MATERIAL RESPECTS, THE CONSOLIDATED FINANCIAL CONDITION OF SIRIUS AS OF
THE CLOSING DATE AND ACCURATELY REFLECTS ALL LIABILITIES OR OBLIGATIONS (WHETHER
ABSOLUTE, ACCRUED, CONTINGENT, UNLIQUIDATED OR OTHERWISE) OF SIRIUS AS OF THE
CLOSING DATE OTHER THAN LIABILITIES UNDER CONTRACTS OR CONTRACTS ENTERED INTO IN
THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE OR ARISING OUT OF
MATTERS DESCRIBED