6
(c) All notes and accounts receivable of the
Company shown on the balance sheets as at July 31, 1988
contained in the Financial Statements, or thereafter
acquired, have been paid or collected or are current
and will be collectible (in the case of any such notes,
in accordance with their terms, and in the case of any
such accounts receivable, within 360 days after
billing) at the aggregate recorded amounts thereof on
the books of the Company, less applicable reserves
provided therefor on such balance sheets, which
reserves have been computed in accordance with
generally accepted accounting principles and are
adequate.
(d) The Company has no liabilities, commitments
or obligations of any nature, whether absolute,
accrued, contingent, known or unknown, due or to become
due or otherwise, except (i) as reflected in its July
31, 1988 balance sheet included as part of the
Financial Statements and not heretofore discharged,
(ii) as incurred as a result of the normal and ordinary
course of its business since the date of such balance
sheet, none of which is materially adverse, or (iii) as
set forth in Schedule 4.8 attached hereto.
* * * * * * *
4.18. No Material Change. Since July 31, 1988,
except as disclosed in Schedule 4.18 attached hereto,
there has not been, to the best knowledge of the Seller
[Thor], and prior to the Closing there will not be
(except with the prior approval of the Buyer and the
Seller):
(i) any materially adverse change
(whether or not in the ordinary and usual
course of business) in the financial
condition, net worth, assets, liabilities,
personnel, business, or results of operations
of the Company,
* * * * * * *
(iii) any material increase in the
compensation payable or to become payable by
the Company to its officers or key employees,
pursuant to any agreement, bonus, insurance,
pension or other beneficial plan or
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