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Section 3.6 Compliance; Regulatory Compliance .

(a) Except as set forth in Section 3.6(a) of the Disclosure Schedules, each of Company and Company Subsidiaries (i) has been operated at all times in compliance in all material respects with all Laws applicable to Company or any Company Subsidiary or by which any property, business or asset of Company or any Company Subsidiary is bound or affected and (ii) is not in material default or violation of any material governmental licenses, registrations, permits or franchises to which Company or any Company Subsidiaries is a party or by which Company or any Company Subsidiary or any property or asset of Company or any Company Subsidiaries is bound or affected.

(b) Except as set forth in Section 3.6(b) of the Disclosure Schedules, each of Company and Company Subsidiaries has in effect all required material governmental licenses, registrations, permits, certificates, approvals and authorizations necessary for the conduct of their business and the use of their properties and assets, as presently conducted and used; and neither Company nor any Company Subsidiary has received written notice or, to the Knowledge of Seller, verbal notice from any Governmental Entity that any such material license, permit, certificate, approval or authorization is subject to any adverse action or investigation.

(c) This Section 3.6 does not relate to Tax matters, employee benefits matters, labor relations matters, or environmental matters which are the subjects of Sections 3.9, 3.12, 3.13 and 3.14, respectively.

Section 3.7 Financial Statements .

(a) The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto). The consolidated balance sheets (including the related notes, where applicable) included in such Company Financial Statements fairly present, in all material respects, the consolidated financial position of Company and Company Subsidiaries at their respective dates, and the consolidated statements of operations, shareholder’s equity and cash flows (in each case, including the related notes, where applicable) included in such Company Financial Statements fairly present, in all material respects, the consolidated operations, shareholder’s equity and cash flows of Company and Company Subsidiaries for the periods indicated.

(b) Except as set forth in Section 3.7(b) of the Disclosure Schedules, neither Company nor any Company Subsidiary has any liabilities or obligations of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to Company and Company Subsidiaries, taken as a whole, other than (i) liabilities or obligations disclosed or provided for in the Company Financial Statements for the year ended December 31, 2005, (ii) liabilities or obligations incurred by or on behalf of Company in connection with this Agreement, (iii) liabilities or obligations incurred or to be performed by or on behalf of Company or any Company Subsidiary in the ordinary course of business consistent with past practice since December 31, 2005, and (iv) other liabilities or obligations that are not otherwise covered by insurance that were not, or could not reasonably be expected to be, material and

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