Fallon Sample Clauses

Fallon. Address: --------------------------------- ------------------------------------------ ------------------------------------------
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Fallon. Reference is made to the Judgement Lien, Filing Xxxxxx 00-00000074, filed with the California Secretary of State on November 6, 2003, listing Michael C. Fallon as the creditor and Company as debtor, pertaininx xx xxxx xxx xxgal services provided to Company by Michael C.
Fallon. Reference is made to the UCC1 Financing Statemexx, Xxxxxx Xxxxxr 04-16160353, filed with the California Secretary of State on May 28, 2004, listing Sterling National Bank as the secured party and Company as debtor. SCHEDULE 3(F) ------------- Company's financial statements attached as Exhibit E have not been prepared in accordance with GAAP. SCHEDULE 3(G) ------------- Company has not obtained an affirmative opinion in writing as to the fairness of the consideration to the shareholders of Company pursuant to California Corporations Code Section 1203. Reference is made to In Re: Nacio Systems, Inc., Case No. 02-10596 (Bankr. N.D. Ca.), in which Company sought relief under Chapter 11 of the Bankruptcy Code (Title 11 of the United States Code), including, without limitation, the Debtor's Plan of Reorganization dated April 25, 2003 (the "Plan") approved by the Bankruptcy Court therein on May 22, 2003. There remains a possibility that any and all creditors of Company, or another third party, may assert that Company has not complied with the Plan and may pursue legal action against Company relating thereto. Buyer shall assume Company's obligations under the Plan and Company shall cooperate with Buyer, at Buyer's expense, in obtaining any and all necessary third party consents in connection therewith. SCHEDULE 3(H) ------------- Company is currently indebted to the Internal Revenue Service in the amount of approximately $920,000. The IRS has agreed to weekly payments of approximately $5,000 to pay down the foregoing debt. SCHEDULE 3(I) ------------- Pursuant to that certain Standard Lease, dated March 31, 2000, by and between Company and Condiotti Enterprises, Inc., a California corporation ("Landlord"), pertaining to Company's principal place of business, Company may assign said lease in connection with a purchase of all or substantially all of Company's assets, provided that the buyer assumes in full the obligations of Company under the lease. Buyer shall execute the form of Assignment and Assumption of Lease attached hereto. To the Knowledge of Company, Landlord has not declared Company in default under the foregoing lease, nor has Landlord terminated said lease. SCHEDULE 3(J) ------------- Reference is made to the trademark application for "TeraSafe" pending before the U.S. Patent and Trademark Office, Serial Number 78355932. SCHEDULE 3(K) ------------- The following list excludes service contracts entered into by Company in the ordinary course of its busines...

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