RELATIONSHIP WITH, ANY PERSON WITH
WHICH THE COMPANY OR THE SUBSIDIARY IS OR WAS AFFILIATED OR WITH WHICH THE
COMPANY OR THE SUBSIDIARY HAS A BUSINESS RELATIONSHIP, OR ANY PERSON WHICH,
DIRECTLY OR INDIRECTLY, COMPETES WITH THE COMPANY OR THE SUBSIDIARY.
2.25.
ABSENCE OF MATERIAL UNDISCLOSED LIABILITIES.
EXCEPT
FOR (A) ACCOUNTS PAYABLE AND ACCRUED EXPENSES REFLECTED ON THE BALANCE SHEET AND
OTHER SIMILAR AMOUNTS INCURRED IN THE ORDINARY COURSE OF BUSINESS SINCE THE
BALANCE SHEET DATE, AND (B) OBLIGATIONS OF FUTURE PERFORMANCE UNDER CONTRACTS
SET FORTH ON A SCHEDULE HERETO AND OTHER CONTRACTS ENTERED INTO IN THE ORDINARY
COURSE IN ACCORDANCE WITH THIS AGREEMENT WHICH ARE NOT REQUIRED TO BE LISTED ON
A SCHEDULE HERETO, AS OF THE CLOSING DATE, THE COMPANY AND EACH SUBSIDIARY WILL
HAVE NO MATERIAL LIABILITIES OR OBLIGATIONS, WHETHER ABSOLUTE, ACCRUED,
CONTINGENT OR OTHERWISE AND WHETHER DUE OR TO BECOME DUE RELATING TO AN EVENT
PERTAINING TO THE CONDUCT OF THE BUSINESS PRIOR TO CLOSING.
2.26.
BROKERS.
NO FINDER, BROKER, AGENT, FINANCIAL ADVISOR
OR OTHER INTERMEDIARY HAS ACTED ON BEHALF OF THE SELLER, THE COMPANY OR THE
SUBSIDIARY IN CONNECTION WITH THE NEGOTIATION OR CONSUMMATION OF THIS AGREEMENT
OR THE TRANSACTIONS AND NO SUCH PERSON IS ENTITLED TO ANY FEE, PAYMENT,
COMMISSION OR OTHER CONSIDERATION IN CONNECTION THEREWITH AS A RESULT OF ANY
ARRANGEMENT MADE BY ANY OF THEM.
2.27.
PARENT LOAN.
THE COMPANY HAS REPAID IN FULL THE
OUTSTANDING LOAN FROM SELLER TO THE COMPANY.
AS OF THE CLOSING, OTHER THAN
INTERCOMPANY RECEIVABLES AND PAYABLES INCLUDED IN CLOSING WORKING CAPITAL, NO
INTERCOMPANY LOANS OR ADVANCES FROM SELLER OR ANY OF ITS AFFILIATES (OTHER THAN
THE COMPANY OR ANY OF THE SUBSIDIARIES) TO THE COMPANY OR ANY OF THE
SUBSIDIARIES
15
SHALL BE OUTSTANDING AND NO AMOUNTS (WHETHER PRINCIPLE, INTEREST, FEES OR
OTHERWISE) SHALL BE DUE OR OWING IN RESPECT THEREOF.
2.28.
UK PENSION REPRESENTATIONS.
(A)
OTHER THAN UNDER THE SCANDINAVIAN AIRLINES
SYSTEM (INVESTMENTS) LIMITED PENSION AND ASSURANCE SCHEME AND THE SCANDANAVIAN
AIRLINES SYSTEM GROUP INCOME PROTECTION POLICY AND UNUM ("DISCLOSED SCHEMES"),
THERE IS NOT AND HAS NOT BEEN IN OPERATION, AND NO PROPOSAL HAS BEEN ANNOUNCED
TO ENTER INTO OR ESTABLISH, AND THE SUBSIDIARY DOES NOT CONTRIBUTE, IS NOT BOUND
TO CONTRIBUTE EITHER NOW OR IN THE FUTURE AND HAS NOT CONTRIBUTED TO, ANY
AGREEMENT, ARRANGEMENT, SCHEME, CUSTOM OR PRACTICE (WHETHER ENFORCEABLE OR NOT,
WHETHER OR NOT EXEMPT APPROVED BY THE INLAND REVENUE AND WHETHER OR NOT FUNDED
FOR IN ADVANCE) FOR THE PAYMENT OF ANY PENSIONS, ALLOWANCES, LUMP SUMS OR OTHER
BENEFITS ON DEATH, RETIREMENT OR TERMINATION OF EMPLOYMENT (WHETHER VOLUNTARY OR
NOT), OR DURING ANY PERIOD OF SICKNESS OR DISABLEMENT, FOR OR IN RESPECT OF ANY
OF THE SUBSIDIARY'S EMPLOYEES OR OFFICERS OR FORMER EMPLOYEES OR OFFICERS, OR
ANY DEPENDANT OF SUCH AN EMPLOYEE OR OFFICER, OR FORMER EMPLOYEE OR OFFICER.
(B)
FULL AND ACCURATE DETAILS OF THE DISCLOSED
SCHEMES, INCLUDING CURRENT DETAILS OF THE RATE(S) AT WHICH THE SUBSIDIARY IS
OBLIGED TO CONTRIBUTE IN RESPECT OF EACH EMPLOYEE OR OFFICER WHO