have been duly authorized
and are validly issued, fully paid and nonassessable.
The Company does not have
any other capital stock, equity securities or securities containing any equity
features authorized, issued or outstanding, and there are no agreements,
options, warrants or other rights or arrangements existing or outstanding which
provide for the sale or issuance of any of the foregoing by the Company.
There
are no rights, subscriptions, warrants, options, conversion rights or agreements
of any kind outstanding to purchase or otherwise acquire any shares of capital
stock or other equity securities of the
8
COMPANY OF ANY KIND.
THERE ARE NO AGREEMENTS OR OTHER OBLIGATIONS (CONTINGENT
OR OTHERWISE) WHICH REQUIRE THE COMPANY TO REPURCHASE OR OTHERWISE ACQUIRE ANY
SHARES OF THE COMPANY'S CAPITAL STOCK OR OTHER EQUITY SECURITIES.
4.04
Financial Statements; Undisclosed Liabilities.
(A)
ATTACHED TO THE FINANCIAL STATEMENTS SCHEDULE ARE TRUE AND CORRECT
COPIES OF (I) THE UNAUDITED BALANCE SHEET OF THE COMPANY AS OF MARCH 31, 2007
(THE "LATEST BALANCE SHEET"), AND THE RELATED STATEMENT OF INCOME FOR THE
THREE-MONTH PERIOD THEN ENDED AND (II) UNAUDITED BALANCE SHEET AND STATEMENT OF
INCOME OF THE COMPANY AS OF AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006.
EXCEPT AS SET FORTH ON THE ATTACHED FINANCIAL STATEMENTS SCHEDULE, SUCH
FINANCIAL STATEMENTS HAVE BEEN BASED UPON THE INFORMATION CONCERNING THE COMPANY
CONTAINED IN THE COMPANY'S BOOKS AND RECORDS, AND PRESENT FAIRLY IN ALL MATERIAL
RESPECTS THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY (TAKEN
AS A WHOLE) AS OF THE TIMES AND FOR THE PERIODS REFERRED TO THEREIN IN
ACCORDANCE WITH GAAP (SUBJECT, IN THE CASE OF THE UNAUDITED FINANCIAL
STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS, ABSENCE OF FOOTNOTES AND OTHER
PRESENTATION ITEMS, NONE OF WHICH WERE OR ARE EXPECTED TO BE MATERIAL IN AMOUNT
OR EFFECT).
(B)
EXCEPT AS SET FORTH ON THE ATTACHED LIABILITIES SCHEDULE OR AS
OTHERWISE WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT,
THE COMPANY HAS NO LIABILITIES THAT ARE OF A NATURE THAT WOULD BE REQUIRED TO BE
DISCLOSED ON A BALANCE SHEET OF THE COMPANY (OR THE FOOTNOTES THERETO) PREPARED
IN ACCORDANCE WITH GAAP, OTHER THAN (I) LIABILITIES REFLECTED ON THE LATEST
BALANCE SHEET, (II) CURRENT LIABILITIES INCURRED IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE SINCE THE DATE OF THE LATEST BALANCE
SHEET AND (III) LIABILITIES INCURRED AFTER THE DATE HEREOF IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT.
4.05
Absence of Certain Developments.
Since the date of the Latest
Balance Sheet, there has not occurred any Material Adverse Effect.
Except as
set forth on the attached Developments Schedule or except as expressly
contemplated by this Agreement, since the date of the Latest Balance Sheet, the
Company has not:
(A)
BORROWED ANY AMOUNT OR INCURRED OR BECOME SUBJECT TO ANY MATERIAL
LIABILITIES (OTHER THAN LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS,
LIABILITIES UNDER CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS AND
BORROWINGS FROM BANKS (OR SIMILAR FINANCIAL INSTITUTIONS) NECESSARY TO MEET