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Magnum7419

09/04/18 11:09 AM

#58022 RE: AC7880 #58021

Please justify using ZERO. Here is a copy of the agreement IMHO

"(n) Financial Statements. The Company has delivered to Buyer the Interim Balance Sheet of the Company at the offices of Buyer and the related statements of income. Such financial statements, including the notes thereto, are in accordance with the books and records of the Company, have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby and present fairly the financial position and the results of operations of the Company as of the dates and for the periods indicated. On or before the Closing, the Company shall deliver to Buyer monthly financial statements in a form reasonably satisfactory to Buyer for all monthly periods after the Interim Balance Sheet Date for which financial information is available, including the Closing Balance Sheet, which financial statements shall be prepared on a consistent basis with the financial statements described above."



"d) Assets. The Company has, or will have at the Closing, good, valid and marketable title to all assets shown on the Interim and Closing Balance Sheets, free and clear of any Liens, except as disclosed under Appendix 201d. The Company has not sold, transferred, assigned or conveyed any of its right, title and interest, or granted or entered into any option to purchase or acquire any of its right, title or interest, in and to any of the Assets or its Business. No third party has any option or right to acquire the Company’s Business or any of the Assets."

"(f) Contracts. All Revenue Contracts (meaning contracts to which the Company is a party with its clients or customers by which the Company generates revenue) are listed on Appendix 201f. All Vendor and Consulting Contracts (meaning standing contracts to which the Company is a party with third-party vendors from which the Company receives goods or services) are listed on Appendix 201f . All Other Contracts (meaning all other standing contracts to which the Company is a party which are essential to the operation of it business) are listed on Appendix 201f. Except as disclosed on Appendix 201f (collectively, the “Contract Schedules”) each Contract will be enforceable after the Closing and sale of the Stock to Buyer without the consent of any party. A complete and accurate copy of each Scheduled Contract has been delivered or made available to Buyer or, if oral, a complete and accurate summary thereof has been delivered to Buyer. Except as set forth on Appendix 201f, the Scheduled Contracts are valid, binding and enforceable in accordance with their respective terms, are in full force and effect and were entered into in the ordinary course of business on an “arms-length” basis. The Company is not in breach or default of any of the Scheduled Contracts and no occurrence or circumstance exists which constitutes a present breach or default by the other party thereto. The Company has not been notified or advised by any party to a Scheduled Contract of such party’s intention or desire to terminate or modify any such contract or agreement. The Company has not granted any lien on any Scheduled Contract included in the Assets."