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This excerpt taken from the CASA 8-K filed Apr 9, 2009. Financial
Statements"). The Financial Statements fairly present the
financial condition of Sellers as at the end of the periods covered thereby and
the results of their operations and the changes in their financial position for
the periods covered thereby, and, except as noted in such Financial Statements
or on Schedule
2.05, were prepared in accordance with GAAP applied on a consistent
basis throughout the periods covered thereby subject, in the case of the Current
Financial Statements, to year-end audit adjustments (which will not be material
except as otherwise disclosed on Schedule 2.05) and
the lack of footnotes and other presentation items.
(c) Except as
and to the extent otherwise disclosed in the Current Financial Statements or on
Schedule 2.05,
the Business has no material liabilities of any kind, whether direct or
indirect, fixed or contingent or otherwise, other than (i) executory
obligations under Business Agreements which are not required to be set forth in
the Current Financial Statements in accordance with GAAP and
(ii) liabilities incurred in the ordinary course of business since the
Financial Statement Date.
(d) No Seller
Party is insolvent, or will be rendered insolvent, by the consummation of the
transactions contemplated by the Transaction Documents
6
2.06 Tax
Matters. Except as otherwise disclosed on Schedule 2.06:
(a) all
returns, declarations, reports and information statements with respect to Taxes
required to have been filed as of the date hereof by or on behalf of any Seller
Party with any governmental entity, including without limitation any
consolidated, combined or unitary Tax returns (collectively, " |
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