EQUIVALENTS
OF THE WARN ACTS.
3.10.
GUARANTEES. EXCEPT AS SET FORTH IN SCHEDULE 3.10, (I) NONE OF THE
OBLIGATIONS OF THE COMPANY, SUBSIDIARY OR AFFILIATE IS GUARANTEED BY, OR SUBJECT
TO A SIMILAR CONTINGENT LIABILITY TO, ANY PERSON, AND (II) NEITHER THE COMPANY,
SUBSIDIARY NOR AFFILIATE HAS, INDIVIDUALLY OR COLLECTIVELY, GUARANTEED, OR
OTHERWISE BECOME CONTINGENTLY LIABLE FOR, ANY LIABILITY OF ANY PERSON.
3.11.
FINANCIAL STATEMENTS.
(A)
THE SELLER HAS CAUSED THE COMPANY, SUBSIDIARY AND AFFILIATE TO
FURNISH TRUE AND CORRECT COPIES OF THE FINANCIAL STATEMENTS (AND THE RESPECTIVE
AUDIT REPORTS) IDENTIFIED IN SCHEDULE 3.11 HERETO TO THE PURCHASER. ALL OF SAID
FINANCIAL STATEMENTS, INCLUDING ANY NOTES THERETO, FAIRLY PRESENT THE
CONSOLIDATED FINANCIAL POSITION AND CONDITION OF THE COMPANY, SUBSIDIARY AND
AFFILIATE AS OF THEIR RESPECTIVE DATES AND THE RESULTS OF THEIR OPERATIONS FOR
THE PERIODS COVERED IN ACCORDANCE WITH GAAP APPLIED BY THE COMPANY, SUBSIDIARY
AND AFFILIATE ON A CONSISTENT BASIS THROUGHOUT THE PERIODS COVERED THEREBY AND
ON A BASIS CONSISTENT WITH THAT OF PRIOR YEARS AND PERIODS; PROVIDED, HOWEVER,
THAT ANY UNAUDITED FINANCIAL STATEMENTS LISTED ON SUCH SCHEDULE 3.11 ARE SUBJECT
TO YEAR-END ADJUSTMENTS AND LACK FOOTNOTES AND OTHER REQUIRED PRESENTATION ITEMS
AND HAVE NOT BEEN PREPARED IN ACCORDANCE WITH GAAP. EXCEPT FOR LIABILITIES (I)
REFLECTED OR RESERVED AGAINST IN THE CONSOLIDATED BALANCE SHEETS OF THE COMPANY
AND THE SUBSIDIARY AS OF MARCH 31, 2006 (THE "BALANCE SHEET DATE") OR IN THE
NOTES THERETO (COLLECTIVELY, THE "BALANCE SHEETS"), (II) INCURRED IN THE
ORDINARY COURSE OF BUSINESS SINCE THE BALANCE SHEET DATE (NONE OF WHICH RESULTED
FROM, AROSE OUT OF, IS RELATED TO, OR WAS CAUSED BY ANY BREACH OF CONTRACT),
AND/OR (III) SET FORTH IN SCHEDULE 3.11 HERETO, THE COMPANY AND THE SUBSIDIARY
DO NOT HAVE ANY LIABILITIES.
(B)
AS OF THE BALANCE SHEET DATE, AND EXCEPT AS SET FORTH IN SCHEDULE
3.11 HERETO, THE COMPANY, THE SUBSIDIARY AND AFFILIATE HAVE NO MATERIAL
LIABILITIES OR OBLIGATIONS SECURED OR UNSECURED (WHETHER ACCRUED, ABSOLUTE,
CONTINGENT) OF WHICH, UNDER GAAP, SHOULD HAVE BEEN, BUT WHICH WERE NOT REFLECTED
OR RESERVED AGAINST IN THE BALANCE SHEETS.
(C)
SINCE THE BALANCE SHEET DATE, THE COMPANY, THE SUBSIDIARY AND THE
AFFILIATE, HAVE NOT INCURRED ANY LIABILITIES OR OBLIGATIONS INCLUDING, WITHOUT
LIMITATION, ANY ITEMS OF LITIGATION OF A TYPE, KIND OR NATURE NOT REFLECTED OR
RESERVED AGAINST IN THE BALANCE SHEETS.
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(D)
THE PREPAID EXPENSES ON THE BALANCE SHEETS HAVE BEEN INCURRED
SOLELY FOR THE BENEFIT OF THE COMPANY, SUBSIDIARY OR AFFILIATE, AND THE COMPANY,
SUBSIDIARY OR AFFILIATE, WILL RETAIN THE BENEFITS OF SUCH PREPAID EXPENSES AFTER
THE CLOSING DATE.
(E)
THE INVENTORIES OF THE COMPANY AND THE SUBSIDIARY (INCLUDING,
WITHOUT LIMITATION, RAW MATERIALS, SUPPLIES, MANUFACTURED AND PROCESSED PARTS,
CONTAINERS, WORK IN PROCESS AND FINISHED GOODS) ARE NOT DAMAGED, OR DEFECTIVE,
AND CONSIST OF ITEMS WHICH ARE USABLE OR SALABLE IN THE ORDINARY COURSE OF
BUSINESS, AND, IF SALABLE, ARE SALABLE AT VALUES NO LESS THAN THE BOOK VALUE
AMOUNTS, SUBJECT ONLY TO THE RESERVE FOR INVENTORY WRITE-DOWN SET FORTH ON THE
FACE OF