MEETINGS HELD OF, AND CORPORATE ACTION TAKEN BY, THE
RESPECTIVE SHAREHOLDERS OF THE COMPANY, DYNA GMBH AND EACH OPERATING SUBSIDIARY.
4.6.6.
ANNEX 4.6.6 IDENTIFIES (I) ANY OFF-BALANCE
SHEET ARRANGEMENTS WITH RESPECT TO EACH OF THE COMPANY AND DYNA GMBH, AND
(II) ANY DISPUTES BETWEEN ANY OF THE COMPANY, DYNA GMBH OR, TO SELLERS'
KNOWLEDGE, ANY OF THE OPERATING SUBSIDIARIES AND ITS RESPECTIVE AUDITORS.
4.6.7.
ANNEX 4.6.7 LISTS ALL OF THE INDEBTEDNESS OF
EACH OPERATING SUBSIDIARY AS OF THE CALCULATION DATE.
4.6.8.
THERE IS NO NEGATIVE IMPACT ON THE COMBINED
BALANCE SHEET OF THE COMPANY AND DYNA GMBH AS OF THE CALCULATION DATE FROM THE
ACTIVITIES OF THE SUBSIDIARIES FOR THE PERIOD
15
ENDING ON THE CALCULATION DATE.
4.6.9.
THERE IS NO, NOR WILL THERE BE ANY, EVENT OR
CIRCUMSTANCE OF THE SUBSIDIARIES THAT WOULD HAVE A DETRIMENTAL EFFECT ON THE
COMBINED PROFIT AND LOSS STATEMENT OF THE COMPANY AND DYNA GMBH FOR THE THREE
(3) MONTHS ENDED 31 DECEMBER 2007 OR THE COMBINED BALANCE SHEET OF THE COMPANY
AND DYNA GMBH AS OF 31 DECEMBER 2007.
4.6.10.
NEITHER THE COMPANY NOR DYNA GMBH HAS GUARANTEED OR
IS OTHERWISE LIABLE FOR ANY DEBT OBLIGATION OF ANY OF THE SUBSIDIARIES.
4.7
ASSETS, PRODUCT LIABILITY
4.7.1.
EACH OF THE COMPANY, DYNA GMBH AND, TO
SELLERS' KNOWLEDGE, EACH OPERATING SUBSIDIARY HAVE GOOD, MARKETABLE AND VALID
TITLE (FREE AND CLEAR OF ANY LIEN) TO, OR, IN CASE OF LEASED OR LICENSED
PROPERTY AND ASSETS, HAVE VALID RIGHTS AS LESSEE OR LICENSES IN OR SIMILAR
RIGHTS TO USE, AND UNDISTURBED AND UNCHALLENGED POSSESSION OF ALL FIXED AND
REVOLVING ASSETS (ANLAGE- UND UMLAUFVERMÖGEN) REFLECTED IN THE FINANCIAL
STATEMENTS, EXCEPT FOR FIXED ASSETS DISPOSED OF SINCE CALCULATION DATE IN THE
ORDINARY COURSE OF BUSINESS (THE "DYNA-ASSETS"), OR EXCEPT FOR ASSETS THAT ARE
SUBJECT TO VENDORS' RETENTION OF TITLE RIGHTS (EIGENTUMSVORBEHALT) AS DISCLOSED
IN ANNEX 4.7.1.
THE COMPANY, DYNA GMBH AND, TO SELLERS' KNOWLEDGE, EACH
OPERATING SUBSIDIARY HAVE GOOD AND VALID TITLE TO ALL ASSETS THAT ARE NECESSARY
FOR OR DESIRABLE TO CARRY OUT THE BUSINESS.
4.7.2.
ALL DYNA-ASSETS ARE IN GOOD OPERATING
CONDITION AND REPAIR, ACCORDING TO THEIR NORMAL WEAR AND TEAR, ARE ADEQUATE AND
APPROPRIATE FOR THE RESPECTIVE USES TO WHICH THEY ARE BEING PUT.
4.7.3.
ANNEX 4.7.3-1 CONTAINS A LIST OF ALL REAL
ESTATE PROPERTY OWNED BY EITHER OF THE COMPANY AND DYNA GMBH (THE "REAL
PROPERTY").
THE COMPANY AND DYNA GMBH EACH HAS GOOD AND MARKETABLE TITLE TO ITS
RESPECTIVE REAL PROPERTY AND SUCH REAL PROPERTY IS NOT SUBJECT TO ANY LIEN THAT
WOULD AFFECT OR RESTRICT THE CONTINUED USE OF SUCH REAL PROPERTY BY THE COMPANY
OR DYNA GMBH, AS APPROPRIATE.
ANY LIEN OR OTHER ENCUMBRANCE AFFECTING THE REAL
PROPERTY HAS BEEN OR IS BEING COMPLIED WITH.
EXCEPT AS SET FORTH ON ANNEX
4.7.3-2, TO SELLERS' KNOWLEDGE, THERE EXIST NO CIRCUMSTANCES THAT WITH OR
WITHOUT THE PASSAGE OF TIME OR TAKING OF OTHER ACTION WOULD ADVERSELY RESTRICT
THE CONTINUED POSSESSION, ENJOYMENT OR USE OF THE REAL PROPERTY FOR THE
PROVISION OF SERVICES IN