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<br />(c) As of its filing date, each Company SEC Report filed pursuant to the <br />Exchange Act did not contain any untrue statement of a material fact or omit to state any material <br />fact necessary in order to make the statements made therein, in the light of the circumstances under <br />which they were made, not misleading. <br /> <br />(d) Each Company SEC Report that is a registration statement, as amended or <br />supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration <br />statement or amendment became effective, did not contain any untrue statement of a material fact <br />or omit to state any material fact required to be stated therein or necessary to make the statements <br />therein not misleading. <br /> <br />Section 3.5 <br /> <br />Financial Statements: Undisclosed Liabilities. <br /> <br />(a) The audited consolidated financial statements and unaudited consolidated <br />interim financial statements of the Company included in the Company SEC Reports fairly present, <br />in all material respects, in conformity with GAAP applied on a consistent basis (except as may be <br />indicated in the notes thereto) the consolidated financial position of the Company and its <br />consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash <br />flows for the periods then ended (subject to normal year-end adjustments in the case of any <br />unaudited interim financial statements). <br /> <br />(b) There are no liabilities or obligations of the Company or any other Company <br />Entity of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or <br />otherwise, and there is no existing condition, situation or set of circumstances that could be <br />reasonably expected to result in such a liability or obligation, other than: <br /> <br />(i) liabilities or obligations disclosed and provided for in the Company <br />Balance Sheet or in the notes thereto or in Company SEC Reports filed prior to the date <br />hereof; <br /> <br />(ii) liabilities or obligations incurred in the ordinary course of business <br />consistent with past practices since January 31, 1999; or <br /> <br />(iii) liabilities or obligations that, individually or in the aggregate have not <br />had and would not reasonably be expected to have a Company Material Adverse Effect. <br /> <br />Section 3.6 Material Adverse Chane:es. Except as disclosed in Schedule 3.6, and except <br />as contemplated or permitted by this Agreement, since January 31, 1999' the business of each <br />Company Entity has been operated in the ordinary course and consistent with past practices and <br />there has not occurred: <br /> <br />(a) <br /> <br />any Company Material Adverse Effect; <br /> <br />ATI/90584-8 <br /> <br />15 <br />