Common use of The Company Schedules Clause in Contracts

The Company Schedules. The Company has delivered to Pacificap the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the certificate of incorporation and bylaws of the Company as in effect as of the date of this Agreement; (b) a schedule containing the financial statements of the Company identified in paragraph 2.04(a); (c) a Schedule 2.18(c) containing a list indicating the name and address of each shareholder of the Company together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real and intellectual property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company); (f) a schedule listing the accounts receivable and notes and other obligations receivable of the Company as of December 31, 2002, and the quarters ended March 31, 2003 and June 20, 2003, or thereafter other than in the ordinary course of business of the Company, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of the Company as of December 31, 2002 and the quarters ended March 31, 2003 and June 20, 2003, or that arose thereafter other than in the ordinary course of the business of the Company, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by the Company respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of the Company since December 31, 2002 required to be provided pursuant to section 2.07 hereof; and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.18. The Company shall cause the Company Schedules and the instruments and data delivered to Pacificap hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by the Company. The Company shall have until September 19, 2003 to provide such schedules, which will be necessary for the short-form parent/subsidiary merger that Pacificap and the Company intend to enter into within sixty days of this Exchange. If the Company cannot or fails to do so, or if Pacificap acting reasonably finds any such schedules or updates provided after the date hereof to be unacceptable according to the criteria set forth below, Pacificap may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Pacificap may consider a disclosure in the Company Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 2.04(b), taken as a whole.

The Company Schedules. The Within ten (10) days subsequent to Closing, the Company has delivered will deliver to Pacificap Safe Cell the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the certificate Articles of incorporation Incorporation and bylaws Bylaws of the Company as in effect as of the date of this Agreement; (b) a schedule containing the financial statements of the Company identified in paragraph 2.04(a)herein; (c) a Schedule 2.18(c) containing a certified list indicating from the Company's Transfer Agent setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real and intellectual property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company); (f) a schedule listing the accounts receivable and notes and other obligations receivable of the Company as of December 31, 2002, and the quarters ended March 31, 2003 and June 2030, 2003, or thereafter other than in the ordinary course of business of the Company, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of the Company as of December 31, 2002 and the quarters ended March 31, 2003 and June 2030, 2003, or that arose thereafter other than in the ordinary course of the business of the Company, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by the Company respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of the Company since December 31June 30, 2002 required to be provided pursuant to section 2.07 hereof2003; and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.18. The Company shall cause the Company Schedules and the instruments and data delivered to Pacificap Safe Cell hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by the Company. The Company shall have until September 19, 2003 to provide such schedules, which will be necessary for the short-form parent/subsidiary merger that Pacificap and the Company intend to enter into within sixty days of this Exchange. If the Company cannot or fails to do soprovide the schedules required by this Section, or if Pacificap acting reasonably finds Safe Cell or the Safe Cell Shareholders find any such schedules or updates provided after the date hereof to be unacceptable according to unacceptable, Safe Cell or the criteria set forth below, Pacificap Safe Cell Shareholders may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Pacificap Safe Cell may consider a disclosure in the Company Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 2.04(b)condition of the Company, taken as a whole.

The Company Schedules. The Company has delivered to Pacificap SLC the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the certificate of incorporation and bylaws of the Company as in effect as of the date of this Agreement; (b) a schedule containing the financial statements of the Company identified in paragraph 2.04(a2.04(b); (c) a Schedule 2.18(c) containing a list indicating the name and address of each shareholder of the Company together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real and intellectual property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company); (f) a schedule listing the accounts receivable and notes and other obligations receivable of the he Company as of December 31September 30, 2002, and the quarters ended March 31, 2003 and June 20, 2003, or thereafter other than in the ordinary course of business of the Company, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of the Company as of December 31September 30, 2002 and the quarters ended March 31, 2003 and June 20, 20032002, or that arose thereafter other than in the ordinary course of the business of the Company, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by the Company respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of the Company since December 31September 30, 2002 required to be provided pursuant to section 2.07 hereof; and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.18. The Company shall cause the Company Schedules and the instruments and data delivered to Pacificap SLC hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by the Company. The Company shall have until September 19January 31, 2003 2002 to provide such schedules, which will be necessary for the short-form parent/subsidiary merger that Pacificap and the Company intend to enter into within sixty days of this Exchange. If the Company cannot or fails to do so, or if Pacificap SLC acting reasonably finds any such schedules or updates provided after the date hereof to be unacceptable according to the criteria set forth below, Pacificap SLC may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Pacificap SLC may consider a disclosure in the Company Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 2.04(b), taken as a whole.

The Company Schedules. The Company has delivered to Pacificap World ---------------------- Golf the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the certificate of incorporation and bylaws of the Company as in effect as of the date of this Agreement; (b) a schedule containing the financial statements of the Company identified in paragraph 2.04(a2.04(b); (c) a Schedule 2.18(c) containing a list indicating the name and address of each shareholder of the Company together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real and intellectual property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company); (f) a schedule listing the accounts receivable and notes and other obligations receivable of the Company as of December 31, 2002, and the quarters ended March 31, 2003 and June 20, 2003, or thereafter other than in the ordinary course of business of the Company, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of the Company as of December 31, 2002 and the quarters ended March 31, 2003 and June 20, 20032002, or that arose thereafter other than in the ordinary course of the business of the Company, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by the Company respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of the Company since December 31, 2002 required to be provided pursuant to section 2.07 hereof; and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.18. The Company shall cause the Company Schedules and the instruments and data delivered to Pacificap hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by the Company. The Company shall have until September 19, 2003 to provide such schedules, which will be necessary for the short-form parent/subsidiary merger that Pacificap and the Company intend to enter into within sixty days of this Exchange. If the Company cannot or fails to do so, or if Pacificap acting reasonably finds any such schedules or updates provided after the date hereof to be unacceptable according to the criteria set forth below, Pacificap may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Pacificap may consider a disclosure in the Company Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 2.04(b), taken as a whole2.

The Company Schedules. The Within ten (10) days prior to ----------------------- Closing, the Company has delivered will deliver to Pacificap Healthrenu the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the certificate Articles of incorporation Incorporation and bylaws Bylaws of the Company as in effect as of the date of this Agreement; (b) a schedule containing the financial statements of the Company identified in paragraph 2.04(a)herein; (c) a Schedule 2.18(c) containing a certified list indicating from the Company's Transfer Agent setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real and intellectual property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company); (f) a schedule listing the accounts receivable and notes and other obligations receivable of the Company as of December August 31, 2002, and the quarters ended March 31, 2003 and June 20, 2003, or thereafter other than in the ordinary course of business of the Company, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of the Company as of December August 31, 2002 and the quarters ended March 31, 2003 and June 20, 2003, or that arose thereafter other than in the ordinary course of the business of the Company, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by the Company respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of the Company since December 31June 30, 2002 required to be provided pursuant to section 2.07 hereof2003; and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.18. The Company shall cause the Company Schedules and the instruments and data delivered to Pacificap Healthrenu hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by the Company. The Company shall have until September 19, 2003 to provide such schedules, which will be necessary for the short-form parent/subsidiary merger that Pacificap and the Company intend to enter into within sixty days of this Exchange. If the Company cannot or fails to do soprovide the schedules required by this Section, or if Pacificap acting reasonably finds Healthrenu or the Healthrenu Shareholders find any such schedules or updates provided after the date hereof to be unacceptable according to unacceptable, Healthrenu or the criteria set forth below, Pacificap Healthrenu Shareholders may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Pacificap the Healthrenu may consider a disclosure in the Company Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 2.04(b)condition of the Company, taken as a whole.

The Company Schedules. The Within ten (10) days prior to ----------------------- Closing, the Company has delivered will deliver to Pacificap Aero Marine the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the certificate Articles of incorporation Incorporation and bylaws Bylaws of the Company as in effect as of the date of this Agreement; (b) a schedule containing the financial statements of the Company identified in paragraph 2.04(a)herein; (c) a Schedule 2.18(c) containing a certified list indicating from the Company's Transfer Agent setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real and intellectual property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company); (f) a schedule listing the accounts receivable and notes and other obligations receivable of the Company as of December 31, 2002, and the quarters ended March 31, 2003 and June 20, 2003, or thereafter other than in the ordinary course of business of the Company, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of the Company as of December 31, 2002 and the quarters ended March 31, 2003 and June 20, 2003, or that arose thereafter other than in the ordinary course of the business of the Company, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by the Company respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of the Company since December March 31, 2002 required to be provided pursuant to section 2.07 hereof2003; and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.18. The Company shall cause the Company Schedules and the instruments and data delivered to Pacificap Aero Marine hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by the Company. The Company shall have until September 19, 2003 to provide such schedules, which will be necessary for the short-form parent/subsidiary merger that Pacificap and the Company intend to enter into within sixty days of this Exchange. If the Company cannot or fails to do soprovide the schedules required by this Section, or if Pacificap acting reasonably finds Aero Marine or the Aero Marine Shareholders find any such schedules or updates provided after the date hereof to be unacceptable according to unacceptable, Aero Marine or the criteria set forth below, Pacificap Aero Marine Shareholders may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Pacificap may consider a disclosure in the Company Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 2.04(b), taken as a whole.

The Company Schedules. The Within ten (10) days prior to ----------------------- Closing, the Company has delivered will deliver to Pacificap MT the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the certificate Articles of incorporation Incorporation and bylaws Bylaws of the Company as in effect as of the date of this Agreement; (b) a schedule containing the financial statements of the Company identified in paragraph 2.04(a)herein; (c) a Schedule 2.18(c) containing a certified list indicating from the Company's Transfer Agent setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real and intellectual property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company); (f) a schedule listing the accounts receivable and notes and other obligations receivable of the Company as of December 31, 2002, and the quarters ended March 31, 2003 and June 2030, 2003, or thereafter other than in the ordinary course of business of the Company, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of the Company as of December 31, 2002 and the quarters ended March 31, 2003 and June 2030, 2003, or that arose thereafter other than in the ordinary course of the business of the Company, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by the Company respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of the Company since December 31June 30, 2002 required to be provided pursuant to section 2.07 hereof2003; and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.18. The Company shall cause the Company Schedules and the instruments and data delivered to Pacificap hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by the Company. The Company shall have until September 19, 2003 to provide such schedules, which will be necessary for the short-form parent/subsidiary merger that Pacificap and the Company intend to enter into within sixty days of this Exchange. If the Company cannot or fails to do so, or if Pacificap acting reasonably finds any such schedules or updates provided after the date hereof to be unacceptable according to the criteria set forth below, Pacificap may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Pacificap may consider a disclosure in the Company Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 2.04(b), taken as a whole2.

The Company Schedules. The Company has delivered to Pacificap ------------------------ Cascade Mountain the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the certificate of incorporation and bylaws of the Company as in effect as of the date of this Agreement; (b) a schedule containing the financial statements of the Company identified in paragraph 2.04(a); (c) a Schedule 2.18(c) containing a list indicating the name and address of each shareholder of the Company together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real and intellectual property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company); (f) a schedule listing the accounts receivable and notes and other obligations receivable of the Company as of December 31, 2002, and the quarters ended March 31, 2003 and June 20, 2003, or thereafter other than in the ordinary course of business of the Company, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of the Company as of December 31, 2002 and the quarters ended March 31, 2003 and June 20, 20032002, or that arose thereafter other than in the ordinary course of the business of the Company, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by the Company respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of the Company since December 31, 2002 required to be provided pursuant to section 2.07 hereof; and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.18. The Company shall cause the Company Schedules and the instruments and data delivered to Pacificap Cascade Mountain hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by the Company. The Company shall have until September 19June 30, 2003 to provide such schedules, which will be necessary for the short-form parent/subsidiary merger that Pacificap and the Company intend to enter into within sixty days of this Exchange. If the Company cannot or fails to do so, or if Pacificap Cascade Mountain acting reasonably finds any such schedules or updates provided after the date hereof to be unacceptable according to the criteria set forth below, Pacificap Cascade Mountain may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Pacificap Cascade Mountain may consider a disclosure in the Company Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 2.04(b), taken as a whole.

The Company Schedules. The Within ten (10) days following the --------------------- Closing, the Company has delivered will deliver to Pacificap Battle Mountain the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief principal executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the certificate Articles of incorporation Incorporation and bylaws Bylaws of the Company as in effect as of the date of this Agreement; (b) a schedule containing the financial statements of the Company identified in paragraph 2.04(a)herein; (c) a Schedule 2.18(c) containing a certified list indicating from the Company's Transfer Agent setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real and intellectual property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company); (f) a schedule listing the accounts receivable and notes and other obligations receivable of the Company as of December 31April 30, 2002, and the quarters ended March 31, 2003 and June 20, 20032004, or thereafter other than in the ordinary course of business of the Company, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of the Company as of December 31April 30, 2002 and the quarters ended March 31, 2003 and June 20, 20032004, or that arose thereafter other than in the ordinary course of the business of the Company, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by the Company respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of the Company since December July 31, 2002 required to be provided pursuant to section 2.07 hereof2003; (i) a schedule listing any and all federal, state and local tax identification numbers of the Company and containing complete and correct copies of all federal, state and local tax returns filed by the Company; and (ij) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed by the Company. Any fact known to be, or to the best knowledge of the Company after reasonable investigation, reasonably believed to be, contrary to the representations, covenants, and warranties made in Article II are required to be disclosed in the Company Schedules by Sections 2.01 through 2.18pursuant to this Section 2.17(j). The Company shall cause the Company Schedules and the instruments and data delivered to Pacificap Battle Mountain hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by the Company. The Company shall have until September 19August 2, 2003 2004 to provide such schedules, which will be necessary for the short-form parent/subsidiary merger that Pacificap and the Company intend to enter into within sixty days of this Exchange. If the Company cannot or fails to do soprovide the schedules required by this Section, or if Pacificap acting reasonably finds Battle Mountain or the Battle Mountain Shareholders find any such schedules or updates provided after the date hereof to be unacceptable according to unacceptable, Battle Mountain or the criteria set forth below, Pacificap Battle Mountain Shareholders may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Pacificap the Battle Mountain may consider a disclosure in the Company Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 2.04(b)condition of the Company, taken as a whole.

The Company Schedules. The Within ten (10) days following the --------------------- Closing, the Company has delivered will deliver to Pacificap Otish the following schedules, which are collectively referred to as the "Company Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of the Company to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the certificate Articles of incorporation Incorporation and bylaws Bylaws of the Company as in effect as of the date of this Agreement; (b) a schedule containing the financial statements of the Company identified in paragraph 2.04(a)herein; (c) a Schedule 2.18(c) containing a certified list indicating from the Company's Transfer Agent setting forth the name and address of each shareholder of the Company together with the number of shares owned by him, her or it; (d) a schedule containing a description of all real property owned by the Company, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real and intellectual property; (e) copies of all licenses, permits, and other governmental authorizations (or requests or applications therefor) pursuant to which the Company carries on or proposes to carry on its business (except those which, in the aggregate, are immaterial to the present or proposed business of the Company); (f) a schedule listing the accounts receivable and notes and other obligations receivable of the Company as of December 31, 2002, and the quarters ended March 31, 2003 and June 2030, 2003, or thereafter other than in the ordinary course of business of the Company, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such debtor; (g) a schedule listing the accounts payable and notes and other obligations payable of the Company as of December 31, 2002 and the quarters ended March 31, 2003 and June 2030, 2003, or that arose thereafter other than in the ordinary course of the business of the Company, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due to or claimed by the Company respecting such obligations; (h) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of the Company since December 31June 30, 2002 required to be provided pursuant to section 2.07 hereof2003; and (i) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Company Schedules by Sections 2.01 through 2.18. The Company shall cause the Company Schedules and the instruments and data delivered to Pacificap Otish hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by the Company. The Company shall have until September 19, 2003 to provide such schedules, which will be necessary for the short-form parent/subsidiary merger that Pacificap and the Company intend to enter into within sixty days of this Exchange. If the Company cannot or fails to do soprovide the schedules required by this Section, or if Pacificap acting reasonably finds Otish or the Otish Shareholders find any such schedules or updates provided after the date hereof to be unacceptable according to unacceptable, Otish or the criteria set forth below, Pacificap Otish Shareholders may terminate this Agreement by giving written notice to the Company within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Pacificap the Otish may consider a disclosure in the Company Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements listed in Section 2.04(b)condition of the Company, taken as a whole.