5
seller, and the Buyer executed the SPA regarding the sale of the
S&B stock. The relevant sections of the SPA provide:
4.6 Corporate Documents. Complete and correct
copies of the articles or certificate of incorporation
of the Company [S&B] and all amendments thereto,
certified by the Secretary of State or comparable
official of its jurisdiction of incorporation, and the
bylaws of the Company, as amended, certified by its
Secretary, are attached hereto as Exhibit A. The
Company is not in default in the performance,
observation or fulfillment of its articles or
certificate of incorporation or bylaws. The minute
books of the Company as previously furnished to the
Buyer are complete and correctly reflect in all
material respects all formal meetings of directors
(including committees thereof) and stockholders, and
correctly record all resolutions, certified copies of
which have been delivered to other parties. No
material transactions or actions have been approved at
any informal meeting of directors or stockholders the
minutes of which are not included in such minute books.
* * * * * * *
4.8 Financial Statements.
(a) Attached hereto as Exhibit B are true and
complete copies of the unaudited balance sheets of the
Company as at January 31, 1988 and January 31, 1987,
and the related statements of operations and changes in
financial position for the years ended January 31, 1988
and January 31, 1987, and the unaudited balance sheets
of the Company as at July 31, 1988 and the related
statements of operations and changes in financial
position for the six month period ended July 31, 1988
(collectively, the "Financial Statements").
(b) The Financial Statements (including the notes
thereto) are true and correct in all material respects,
are in accordance with the books and records of the
Company present fairly the financial condition and
results of operations of the Company at and for the
periods indicated, and have been prepared in accordance
with generally accepted accounting principles applied
on a consistent basis.
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