Save for Annex 3. 4.1, the Company (i) is not insolvent, has not concluded any settlement amicably or judicially or entered into any equivalent agreement with all or any of its creditors, is not in mandat ad hoc, conciliation, sauvegarde procedure, insolvency or bankruptcy or a similar procedure or (ii) no similar procedure is threatened in the weeks following the Closing Date.
Save for Annex 3. 4.3, between the 1st of January 2011 and the Closing Date: - No dividend or provisions for payment of dividends have been approved or paid and the Company has not purchased or amortized any shares or other bonds nor has it decreased its share capital, - The Company has not issued nor taken the decision to issue new shares or bonds which give access to share capital or voting rights, - No acquisition or transfer of assets whether material or immaterial has been realized related to individual amounts above 10.000 Euros before taxes or for an aggregate amount above 20.000 Euros before taxes during the current financial year, - The Company has not entered into any loans, nor subscribed to any debts or bank financings, - The Company has not sold, transferred or retired any asset, and has taken all reasonable measures in order to protect its assets, - The Company has not granted any guarantee or security to any third party, - The Company has not granted any pledge, lien, privilege or option or any other right over any of its assets whatsoever, - The Company has not modified any of its material agreements entered into with its clients, suppliers or other business relationships, nor has it modified in any material way the main terms of existing debts, save for the amendment to its lease agreement which must be entered into (substitution of the guarantee and postponement of the rents), - The Company has not paid any exceptional wage to its representatives, nor has it modified in material respect its employee relationships, individual or collective wage increases, advantages in kind, bonuses, premiums or other advantages granted to its employees, - The Company has not hired any employees, nor granted any increase of employee benefits, nor any wage increases or key manager wages, save for the hiring of a production assistant, - The Company has not instituted any lay offs nor imposed any sanction of any kind whatsoever, against its employees, save the laying off of a sales employee which occurred before the Closing Date, - The Company has not modified its accounting principles, - The Company has not suffered any material loss, destruction or reduction to its assets or activities, - The Company is not aware of any events or facts which could result in the nonpayment of any receivables due after 31st December 2010, - And more generally, the Company has been managed with care.
Save for Annex 3. 9, the Company is not a party, nor is threatened to be a party, in any manner whatsoever, to a dispute or an administrative, judicial or arbitral procedure, or conciliation procedure and no individual administrative, judicial or arbitral procedure has been initiated against it that would adversely affect the Company’s business and activities. The Company has not been subject nor threatened to be subject to any claim or proceeding. The Guarantor is not aware of any fact that could result in any proceedings against it or the Company. The estimated liability for all disputes are included in a provision recorded in the Nominated Accounts in accordance with the Accounting Principles; those provisions cover the risks associated with those disputes. Concerning the dispute opposing the Company against the companies SGFGSI and IMPRIMERIE COMELLI FILS, the Transferor, M. Mxxxx Xxxxxxxxxx and M. Pxxxxxx CHAMBIN commit:
