M&A Boot Camp booklet 2023 - Flipbook - Page 106
accounts receivable that have arisen since December 31, 2007 and have not yet been collected): (i) represent valid obligations of customers
of the Company arising from bona fide transactions entered into in the ordinary course of business; and (ii) are current and will be collected
in full, without any counterclaim or set off, when due, net of an allowance for doubtful accounts not to exceed $5,000 in the aggregate.
2.5 Liabilities.
(a) No Liabilities. The Company has no accrued, contingent or other Liabilities of any nature, either matured or unmatured (whether or
not required to be reflected in financial statements in accordance with GAAP, and whether due or to become due), except for: (i) Liabilities
identified as such in the “liabilities” column of the balance sheet included in the Company Financial Statements to the extent that they have
not been paid or otherwise discharged; (ii) accounts payable or accrued salaries that have been incurred by the Company since the balance
sheet included in the Company Financial Statements in the ordinary course of business and consistent with the Company’s past practices;
(iii) Liabilities under the Company Contracts that are expressly set forth in the text of such Company Contracts; and (iv) the Liabilities
identified in Part 2.5(a) of the Disclosure Schedule.
(b) Accounts Payable. Part 2.5(b) of the Disclosure Schedule provides an accurate and complete breakdown and aging of: (i) all
accounts payable of the Company as of the date of this Agreement; and (ii) all notes payable of the Company and all other indebtedness of
the Company for borrowed money as of the date of this Agreement.
(c) No “Off-Balance Sheet” Arrangements. The Company has never effected or otherwise been a party to any “off-balance sheet
arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended). Without limiting
the generality of the foregoing, the Company has never guaranteed any debt nor other obligation of any other Person.
2.6 Absence of Changes. Except as set forth in Part 2.6 of the Disclosure Schedule, since December 31, 2007:
(a) there has not been any Material Adverse Effect, and no event has occurred or circumstance has arisen that, in combination with
any other events or circumstances, will or could reasonably be expected to have or result in a Material Adverse Effect;
(b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the Company’s
material assets (whether or not covered by insurance);
(c) the Company has not declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of its
capital stock or other securities, and the Company has not repurchased, redeemed or otherwise reacquired any of its shares of capital stock
or other securities, other than from former employees, directors and consultants pursuant to restricted stock purchase agreements or stock
option agreements providing for the repurchase of such securities in connection with their termination of service to the Company;
(d) the Company has not sold, issued, granted or authorized the sale, issuance or grant of: (i) any capital stock or other security (except
for Company Common Stock issued upon the exercise of outstanding Company Options); (ii) any option, call, warrant or right to acquire any
capital stock or other security (except for Company Options); or (iii) any instrument convertible into or exchangeable for any capital stock (or
cash based on the value of such capital stock) or other security;
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