PROPOSED.
SECTION 4.3
AUTHORIZATION; BINDING OBLIGATIONS.
ALL CORPORATE ACTION ON
THE PART OF LTD, ITS MANAGEMENT AND SHAREHOLDERS NECESSARY FOR THE AUTHORIZATION
OF THIS AGREEMENT, THE PERFORMANCE OF ALL OBLIGATIONS OF LTD HEREUNDER AT THE
CLOSING, THE SALE, TRANSFER AND DELIVERY OF THE LTD SHARES PURSUANT HERETO HAS
BEEN TAKEN OR WILL BE TAKEN PRIOR TO THE CLOSING.
THE AGREEMENT, WHEN EXECUTED
AND DELIVERED, WILL REPRESENT A VALID AND BINDING OBLIGATION OF LTD ENFORCEABLE
IN ACCORDANCE WITH ITS TERMS, EXCEPT (I) AS LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS OF GENERAL APPLICATION
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS; AND (II) AS LIMITED BY GENERAL
PRINCIPLES OF EQUITY THAT RESTRICT THE AVAILABILITY OF EQUITABLE REMEDIES.
THE
SALE OF THE LTD SHARES IS NOT AND WILL NOT BE SUBJECT TO ANY PREEMPTIVE RIGHTS
OR RIGHTS OF FIRST REFUSAL THAT HAVE NOT BEEN PROPERLY WAIVED OR COMPLIED WITH.
SECTION 4.4
FINANCIAL STATEMENTS; INTERIM CHANGES. LTD HAS DELIVERED TO
BUYER ITS UNAUDITED BALANCE SHEET (THE "BALANCE SHEET") AS AT SEPTEMBER 30, 2010
(THE "STATEMENT DATE"). THE BALANCE SHEET IS COMPLETE AND CORRECT IN ALL
MATERIAL RESPECTS AND PRESENTS FAIRLY THE FINANCIAL CONDITION OF LTD AS OF THE
STATEMENT DATE.
SECTION 4.5
LIABILITIES.
LTD HAS NO MATERIAL LIABILITIES AND, TO THE BEST
OF ITS KNOWLEDGE, KNOWS OF NO MATERIAL CONTINGENT LIABILITIES NOT DISCLOSED IN
THE BALANCE SHEET, EXCEPT CURRENT LIABILITIES INCURRED IN THE ORDINARY COURSE OF
BUSINESS SUBSEQUENT TO THE STATEMENT DATE WHICH HAVE NOT BEEN, EITHER IN ANY
INDIVIDUAL CASE OR IN THE AGGREGATE, MATERIALLY ADVERSE.
SECTION 4.6
AGREEMENTS; ACTION.
(A)
THERE ARE NO AGREEMENTS, UNDERSTANDINGS, INSTRUMENTS, CONTRACTS,
PROPOSED TRANSACTIONS, JUDGMENTS, ORDERS, WRITS OR DECREES TO WHICH LTD IS A
PARTY OR TO ITS KNOWLEDGE BY WHICH IT IS BOUND WHICH MAY INVOLVE (I) THE LICENSE
OF ANY PROPRIETARY RIGHT TO OR FROM LTD EXCEPT THAT RIGHT OF USE GRANTED BY
SELLER TO BUYER HERETO, (II) PROVISIONS RESTRICTING OR AFFECTING THE BUSINESS
LTD, OR (III) INDEMNIFICATION BY LTD WITH RESPECT TO THE INFRINGEMENT OF
PROPRIETARY RIGHTS.
(B)
LTD HAS NOT (I) DECLARED OR PAID ANY DIVIDENDS, OR AUTHORIZED OR MADE
ANY DISTRIBUTION UPON OR WITH RESPECT TO ANY ITS CAPITAL SHARES, (II) INCURRED
ANY INDEBTEDNESS FOR MONEY BORROWED OR ANY OTHER LIABILITIES EXCEPT THAN WITH
RESPECT TO DIVIDEND OBLIGATIONS, DISTRIBUTIONS, INDEBTEDNESS AND OTHER
OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS AS DISCLOSED IN THE
BALANCE SHEET, (III) MADE ANY LOANS OR ADVANCES TO ANY PERSON, OTHER THAN
ORDINARY ADVANCES FOR TRAVEL EXPENSES, OR (IV) SOLD, EXCHANGED OR OTHERWISE
DISPOSED OF ANY OF ITS ASSETS OR RIGHTS, OTHER THAN THE SALE OF ITS INVENTORY IN
THE ORDINARY COURSE OF BUSINESS.
SECTION 4.7
CHANGES.
SINCE THE STATEMENT DATE, THERE HAS NOT BEEN TO
SELLER'S OR LTD'S KNOWLEDGE:
(A)
ANY CHANGE IN THE ASSETS, LIABILITIES, FINANCIAL CONDITION OR
OPERATIONS OF LTD FROM THAT REFLECTED IN THE BALANCE SHEET, OTHER THAN CHANGES
IN THE ORDINARY COURSE OF BUSINESS, NONE OF WHICH INDIVIDUALLY OR IN THE
AGGREGATE HAS HAD OR IS EXPECTED TO HAVE