Off-Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.
No Off Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.
Closing Balance Sheet Attached hereto as Exhibit 1.05 is a proforma balance sheet for the Company, which includes $1,900,000 of net worth, ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As of the Closing Date, the Company has $300,000 in cash which it will use to pay to Buyer the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in no event later than thirty days (30) after the Closing Date), Seller shall cause to be prepared and delivered to the Buyer an adjusted balance sheet for the Company dated as of May 6, 2000 ("the Closing Balance Sheet"). The Buyer and its accountants shall be entitled to review the Closing Balance Sheet, and any working papers, source documents, trial balances and similar materials relating to the Closing Balance Sheet prepared by Seller or its accountants. Seller shall also provide Buyer and its accountants with timely access, during Seller's normal business hours, to Seller's personnel, properties, books and records to the extent related to the Closing Balance Sheet. The Closing Balance Sheet shall show all of the assets associated with the Business (which include cash, inventories, fixed assets and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior to May 6, 2000, Seller shall cause all Non-Business Assets to be transferred from the Company to the account of Seller; provided, however, if any Non-Business Asset has not been so transferred by the Closing Date, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because of the "carve out" of the Non-Business Assets, the Closing Balance Sheet may not conform to generally accepted accounting principles and shall not be required to so conform.
