Computervision International Corp. - Page 9

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          "intercompany account".                                                     
               On January 31, 1983, and prior to the application of the               
          above-described payment by CVI to CV, CV held qualified export              
          receivables as described in the master receivables purchase                 
          agreement and CVI was indebted to CV (1) pursuant to the export             
          promotion agreement for expenses that previously had been paid by           
          CV but had not yet been reimbursed by CVI and (2) for accrued               
          State taxes that would be paid by CV in the first instance.  At             
          the time CVI wired the payment to CV, both CV and CVI intended              
          that CVI would (1) purchase from CV the receivables of CV that              
          were outstanding at the close of business on January 31, 1983,              
          (2) reimburse CV for the aforementioned expenses, (3) pay CV an             
          amount equal to the accrued State taxes, and (4) pay a dividend             
          to CV from a portion of the transferred funds.                              
               All events necessary to determine the total amount of the              
          receivables, expenses, and taxes had taken place by the close of            
          business on that date; however, the information necessary to                
          compute the total amount of the items was not available to CV and           
          CVI's tax and accounting departments on that date.  In prior                
          years, CVI regularly had reimbursed CV for export promotion                 
          expenses pursuant to the export promotion agreement and for State           
          tax payments.  Additionally, CVI's and CV's tax and accounting              
          departments did not have available to them on January 31, 1983,             
          the information necessary to compute the amount of the dividend             
          CVI intended to pay CV.  At the time CVI made the foregoing                 




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