“Employee Benefit Plans” means all employee pension plans within the meaning of Section 3(3) of ERISA and all bonuses, stock options, share purchase, share purchase, share value increase, phantom shares, incentives, reversions, health, disability or life insurance, cafeteria benefits, dependent persons, disability, administrator or personnel loans, ancillary benefits, sabbatical leave, supplementary pensions, severance pay or other benefit plans; programs or agreements, as well as any employment, termination, severance pay or other agreements or agreements sponsored, implemented, assisted or entered into by the company in favor of employees, former employees, independent contractors or representatives of the company. 4.10. [accounting of goods; Stocks and equipment. The Company`s claims are valid and authentic, solely from bona foi sales and supplies of goods, provision of services or other transactions carried out in due form, and are not subject to actual objection, set-off or counter-claim. The value adjustments for the recovery losses related to these receivables, which are reflected in the company`s accounts, have been calculated in accordance with GAAP and are in line with current practice. The stocks shown in the last balance sheet and held by the company at the time of this Agreement shall not include items which are not usable or for sale in the normal operations of the undertaking or which are obsolete or non-perpetuated items. These inventories were recorded in the last balance sheet, at a lower acquisition cost or at market value (taking into account their availability or sale), in accordance with GAAP. Since the date of the last balance sheet, stocks of raw materials, supplies and products have been purchased by the company in ordinary transactions and the volume of purchases and orders has not been changed in anticipation of the operations provided for in this agreement. The seller is not aware of the conditions that significantly influence the supply of materials or products at the disposal of the company and, to the knowledge of the seller, the execution of the envisaged transactions will not affect such a delivery. Machinery and plant owned or leased by the enterprise and used in the business of the business are in good operating order, have been maintained and repaired in normal mode to preserve their usefulness and value, and are reflected in the financial statements in accordance with GAAP.] CONSIDERING that the seller wishes to sell and transfer the buyer and that the buyer wishes to buy and accept all shares from the seller under the conditions and conditions set out here….