Common use of Form SB Clause in Contracts

Form SB. 2 Information; Financial Statements. CCC has furnished to EXTEL a copy of the Form SB-2 Registration Statement of CCC, as filed with the Securities and Exchange Commission ("SEC") on September 4, 1997 (the "Registration Statement"), which Registration Statement has not, as yet, been declared effective by the SEC. On or before the closing of the transactions contemplated by this Agreement, such Registration Statement shall be withdrawn. Annexed hereto as Schedule 5.4 is an unaudited balance sheet of CCC as at April 30, 1998 and the unaudited statement of income (loss) of CCC for the nine months ended April 30, 1998 (collectively, the "April 1998 Financial Statements"). The April 1998 Financial Statements were prepared by management of CCC, fairly set forth the assets and liabilities and financial conclusion of CCC and its results of operations as at April 30, 1998 and for the fiscal period then ended, and were prepared in accordance with generally accepted accounting principles, consistent with those of prior periods, subject only to the absence of financial statement footnotes (which would not differ materially from those of the most recent audited financial statements) and year end audit adjustments (which would not be material). The financial statements included in the Registration Statement (a copy of which has been provided to the Buyer) present fairly, in all material respects, the financial condition of CCC as of July 31, 1997 and the results of operations and cash flows for the respective periods then ended and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved. The financial statements referred to in this Section 5.4 do not reflect the operations of any business or any portion of Seller's Businesses not included in the Assets. Except as expressly set forth in the April 1998 Financial Statements and those financial statements included in the Registration Statement, as disclosed pursuant to this Agreement, or non-material liabilities arising in the normal course of the Seller's Businesses since April 30, 1998, except for the Assumed Liabilities, there are no liabilities or obligations (including, without limitation, any tax liabilities or accruals) of the Seller, including any contingent liabilities, that are, in the aggregate, material to the Seller.

Form SB. 2 Information; Financial Statements. CCC has furnished to EXTEL a copy of the Form SB-2 SB- 2 Registration Statement of CCC, as filed with the Securities and Exchange Commission ("SEC") on September 4, 1997 (the "Registration Statement"), which Registration Statement has not, as yet, been declared effective by the SEC. On or before the closing of the transactions contemplated by this Agreement, such Registration Statement shall be withdrawn. Annexed hereto as Schedule 5.4 is an unaudited balance sheet of CCC as at April 30, 1998 and the unaudited statement of income (loss) of CCC for the nine months ended April 30, 1998 (collectively, the "April 1998 Financial Statements"). The April 1998 Financial Statements were prepared by management of CCC, fairly set forth the assets and liabilities and financial conclusion of CCC and its results of operations as at April 30, 1998 and for the fiscal period then ended, and were prepared in accordance with generally accepted accounting principles, consistent with those of prior periods, subject only to the absence of financial statement footnotes (which would not differ materially from those of the most recent audited financial statements) and year end audit adjustments (which would not be material). The financial statements included in the Registration Statement (a copy of which has been provided to the Buyer) present fairly, in all material respects, the financial condition of CCC as of July 31, 1997 and the results of operations and cash flows for the respective periods then ended and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved. The financial statements referred to in this Section 5.4 do not reflect the operations of any business or any portion of Seller's Businesses not included in the Assets. Except as expressly set forth in the April 1998 Financial Statements and those financial statements included in the Registration Statement, as disclosed pursuant to this Agreement, or non-material liabilities arising in the normal course of the Seller's Businesses since April 30, 1998, except for the Assumed Liabilities, there are no liabilities or obligations (including, without limitation, any tax liabilities or accruals) of the Seller, including any contingent liabilities, that are, in the aggregate, material to the Seller.