AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY, WILL NOT (I) RESULT IN THE CREATION OF ANY ENCUMBRANCE ON THE INTERESTS
OR ANY OF THE MATERIAL PROPERTIES OR ASSETS OF THE COMPANY, OR (II) CONFLICT
WITH, OR RESULT IN ANY VIOLATION OF OR DEFAULT UNDER (WITH OR WITHOUT NOTICE OR
LAPSE OF TIME, OR BOTH), OR GIVE RISE TO A RIGHT OF TERMINATION, CANCELLATION OR
ACCELERATION OF ANY OBLIGATION OR LOSS OF ANY BENEFIT UNDER, OR REQUIRE ANY
CONSENT, APPROVAL OR WAIVER FROM ANY PERSON PURSUANT TO, (A) ANY PROVISION OF
THE CHARTER DOCUMENTS OF THE COMPANY, AS AMENDED TO DATE, (B) ANY CONTRACT OF
THE COMPANY OR ANY CONTRACT APPLICABLE TO ANY OF THEIR RESPECTIVE MATERIAL
PROPERTIES, ASSETS OR TO THE INTERESTS, OTHER THAN AS SET FORTH IN SCHEDULE
3.5.2(II)(B) OF THE DISCLOSURE SCHEDULE, OR (C) ANY LEGAL REQUIREMENTS
APPLICABLE TO THE SELLERS, THE COMPANY OR ANY OF THEIR RESPECTIVE MATERIAL
PROPERTIES, ASSETS OR THE INTERESTS.
3.5.3.
NO CONSENT, APPROVAL, ORDER OR AUTHORIZATION OF, OR
REGISTRATION, DECLARATION OR FILING WITH, ANY GOVERNMENTAL ENTITY IS REQUIRED BY
OR WITH RESPECT TO THE COMPANY OR THE SELLERS IN CONNECTION WITH THE EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH OF THE TRANSACTION AGREEMENTS TO WHICH THEY
ARE A PARTY, OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, OR IN ORDER TO VEST IN THE PURCHASER GOOD AND MARKETABLE TITLE IN AND
TO ALL OF THE INTEREST UPON THE CLOSING, EXCEPT (TO THE EXTENT APPLICABLE) FOR
NOTIFICATION PURSUANT TO, AND EXPIRATION OR TERMINATION OF THE WAITING PERIOD
UNDER, THE HSR ACT. NEITHER SELLERS NOR THE COMPANY HAVE ANY KNOWLEDGE THAT THE
COMPANY WILL BE UNABLE TO CONTINUE TO OPERATE ITS BUSINESS FOLLOWING CLOSING IN
THE SAME MANNER AS CONDUCTED PRIOR TO THE CLOSING WITHOUT VIOLATING ANY COVENANT
OR AGREEMENT THAT BINDS THE COMPANY OR THE SELLERS.
3.5.4.
NO STATE TAKEOVER STATUTE OR SIMILAR LEGAL REQUIREMENT APPLIES
OR PURPORTS TO APPLY TO THIS AGREEMENT OR ANY OF TRANSACTIONS CONTEMPLATED
HEREBY.
3.6.
FINANCIAL STATEMENTS.
3.6.1.
SCHEDULE 3.6.1 OF THE DISCLOSURE SCHEDULE CONSISTS OF THE
FOLLOWING (REFERRED TO COLLECTIVELY AS THE "FINANCIAL STATEMENTS") THE AUDITED
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AS OF AND FOR THE FISCAL YEARS
ENDED DECEMBER 31, 2005 AND 2006 (INCLUDING, IN EACH CASE,
balance sheets, income statements, statement of changes in shareholders equity
and statement of cash flows), together with the an audit opinion thereon of
independent auditors associated with one of the "Big 4" accounting firms.
3.6.2.
THE FINANCIAL STATEMENTS (I) ARE DERIVED FROM AND IN ACCORDANCE
WITH THE BOOKS AND RECORDS OF THE COMPANY, (II) COMPLIED AS TO FORM IN ALL
MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS WITH RESPECT THERETO
AS OF THEIR RESPECTIVE DATES, (III) HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP
APPLIED ON A CONSISTENT BASIS THROUGHOUT THE PERIODS INDICATED AND CONSISTENT
WITH EACH OTHER, (IV) FAIRLY PRESENT THE CONSOLIDATED FINANCIAL CONDITION OF THE
COMPANY AT THE DATES THEREIN INDICATED AND THE CONSOLIDATED RESULTS OF
OPERATIONS AND CASH FLOWS OF THE COMPANY