Exhibit L. RISK EVENTS MATRIX
Exhibit L. Representations and Warranties Concerning Purchased Assets is hereby amended by deleting clause “(a)” thereof in its entirety and replacing it with the following (with the modified text underlined for review purposes):
Exhibit L. Key Employee Affidavit To: The New York Times Building, LLC (“Owner”) I, , do hereby certify as follows:
Exhibit L. Representations and Warranties Concerning Purchased Assets is hereby amended by deleting subclause “(a)” thereof in its entirety and replacing it with the following (modified text underlined for review purposes):
Exhibit L. SCHEDULE 1.1 ------------ ONLINE MISCELLANEOUS ASSETS SCHEDULE 1.4 ------------ ASSUMED LIABILITIES SCHEDULE 2.1 ------------ CERTIFICATE OF INCORPORATION AND BYLAWS OF SELLER SCHEDULE 2.5 ------------ CONFLICTS, REQUIRED FILINGS AND CONSENTS SCHEDULE 2.7 ------------ EXCEPTIONS TO ABSENCE OF CHANGES SCHEDULE 2.8 ------------ UNDISCLOSED LIABILITIES SCHEDULE 2.9 ------------ EXCEPTIONS TO PURCHASED ASSETS SCHEDULE 2.10 ------------- EXCEPTIONS TO TITLE TO PROPERTIES SCHEDULE 2.12 ------------- EXCEPTIONS TO SELLER'S TITLE TO INTELLECTUAL PROPERTY SCHEDULE 2.14 ------------- LEASES SCHEDULE 2.15 ------------- CONTRACTS SCHEDULE 2.16 ------------- PAYROLL INFORMATION SCHEDULE 2.17 ------------- LITIGATION SCHEDULE 2.18 ------------- EMPLOYEE BENEFIT PLANS/LABOR RELATIONS SCHEDULE 2.19 ------------- ERISA SCHEDULE 2.21 ------------- PERMITS SCHEDULE 2.22 -------------
Exhibit L. INTENTIONALLY OMITTED ---------------------
Exhibit L. ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit L. 2022 CONSTRUCTION ADMINISTRATION SERVICES
Exhibit L. (l) The Holder understands that the Company's Chief Executive Officer purchased from Xxxxx X. Xxxxxxxx, then CEO of the Company, 1,000,000 shares of the Company's common stock for $100,000 ($.10 per share) during April, 1995 and that the Company offered to its Debenture Holders in August, 1995 the opportunity to convert their outstanding Debenture Debt for $.50 per share and the offer to convert was not accepted by a significant majority of the Debenture Holders and as a result, the Company did not accept the offer of the persons willing to convert. Further, the Holder understands that if he accepts the Preferred Shares for $4.50 per share, the same would be convertible to common stock at the rate of six shares per preferred share during the first 12 months or at a price of $.75 per share of common stock. The market bid price for the Company's common stock as of September 12, 1995 was $.25 per share.
(m) The Holder acknowledges that the Company makes no representations or assurances as to the federal or state income tax implications of this investment. The Company has offered no opinion or advice in this respect and the Holder acknowledges that the Company and its management have urged the Holder to consult with his professional advisors with respect to any such tax implications.
(n) The Holder acknowledges that no representations or assurances have been given to the Holder by the Company or anyone acting in its behalf as to the continued operations of the Company or the financial or other success thereof and the Holder recognizes that the Shares represent a speculative investment and involve risk factors including, but not limited to, risks inherent in preferred stock ownership, common stock ownership, the business of medical technology companies and the necessity of additional substantial fund raising, as are more fully described in Exhibit L as well as the risk of loss of the undersigned's entire investment in the Company.
(o) Holder has the financial ability to bear the economic risk of this investment, has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment in the Company.
(p) Holder has reviewed the merits of the investment with his own legal, tax and accounting advisors and with an investment advisor to the extent deemed advisable.
(q) Holder's overall commitment to investments which are not readily marketable is not disproportionate to Holder's net worth and this investment in t...
Exhibit L. Exhibit L to the Agreement is hereby deleted in its entirety and replaced with Exhibit L attached hereto.