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
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, "