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Exhibit (6)L
NO DEFAULT CONFIRMATION CERTIFICATE
TO: AMERICAN STONE INDUSTRIES, INC.
AND TO: Xxxxxx & Xxxxxxxxxx their solicitors herein;
Re: Certain Agreements with respect to Stoklosar Marble Quarries Limited
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WHEREAS Grenville Aggregate Specialties Limited ("Grenville") and 237894 Ontario
Limited ("237894") are the sole shareholders of Stoklosar Marble Quarries
Limited (hereinafter called the "Stoklosar") a corporation duly incorporated
under the laws of the Province of Ontario;
AND WHEREAS Xxxxxxx Xxxxxx Houston ("Houston"), the Estate of Xxxxxx Xxxxxx Xxxx
("Xxxx"), X. Xxxxxx Xxxxxx ("Xxxxxx") and Xxxxxxxx Investments Inc. are
collectively referred to herein as the "Vendors" and individually as a "Vendor";
AND WHEREAS the Vendors and American Stone Industries, Inc. ("American Stone")
entered into a share purchase agreement (the "American Stone Agreement") dated
September 9, 1996 pursuant to which, American Stone was to purchase all the
Shares of Grenville and 237694 on the terms and conditions set out therein;
AND WHEREAS pursuant to finalization of the American Stone Agreement, American
Stone and the Vendors entered into an interim management agreement (the "Interim
Management Agreement") dated August 30, 1996 which provided for the joint
management of Stoklosar by the Vendors and American Stone in anticipation of the
sale provided for in the American Stone Agreement;
AND WHEREAS the American Stone Agreement terminated in accordance with its term,
and 112769 Ontario Limited (the "Purchaser") and the Vendors enter into another
Agreement (the "New Agreement") dated December 11, 1996 pursuant to which the
Purchaser agreed to purchase the Shares on substantially the same terms as were
in the American Stone Agreement;
AND WHEREAS at the time that the American Stone Agreement was executed and
completed on December 11, 1996, the parties entered into a Termination and
Release Agreement dated December 11, 1996 to confirm and record the termination
of the American Stone Agreement, and to provide for the continuation and
amendment of the Interim Management Agreement with the Purchaser assuming the
obligations of American Stone thereunder;
AND WHEREAS the Termination and Release Agreement provided for the full release
of American Stone from both the American Stone Agreement and the Interim
Management Agreement save and except for any breach of the Interim Management
Agreement by American Stone or any improper action undertaken by American Stone
during the period that they were a party to the Interim Management Agreement;
AND WHEREAS pursuant to the preparation of its financial statements, American
Stone wishes to confirm that there is absolutely no liability, real or
contingent, remaining for American Stone under the Interim Management Agreement
by confirming that there was no breach of the Interim Management Agreement by
American Stone nor was there any improper action undertaken by American Stone
during the period that they were a party to the Interim Management Agreement;
NOW THEREFORE in consideration of certain good and valuable consideration, the
receipt and sufficiency whereof each of the parties hereto hereby acknowledges,
the undersigned hereto confirm as follows:
1. The above recitals are true.
2. The undersigned confirm that American Stone did not breach the Interim
Management Agreement in any way, nor did it take or permit any improper
action to be undertaken by American Stone or any other party for whom
American Stone was responsible at law. American Stone therefore has no
further obligations or liabilities, real or contingent, under the
Interim Management Agreement. In return, American Stone confirms that
it has no claims or rights against any of the other parties to the
Interim Management Agreement.
3. The undersigned agree that this Certificate may be relied upon and
pleaded as a complete estoppel by American Stone, its board of
directors and any other party who will be relying on same for purposes
of either preparing, analyzing or reviewing the American Stone
financial statements and other corporate records.
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4. This document may be executed in counterpart and may be executed and
delivered by fax and shall be binding on all parties if so executed and
delivered.
Dated this day of _____________, 1997
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Witness The Estate of XXXXXX XXXXXX XXXX
by its executor, (executor)
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Witness XXXXXXX XXXXXX XXXXXXX
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Witness X. XXXXXX XXXXXX
AMERICAN STONE INDUSTRIES, INC.
By:
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By:
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I/we have authority to bind the corporation.
1211769 ONTARIO LIMITED
By:
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By:
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I/we have authority to bind the corporation.
NICHOLLS INVESTMENTS INC.
By:
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By:
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I/we have authority to bind the corporation.
GRENVILLE AGGREGATE
SPECIALTIES LIMITED
By:
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By:
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I/we have authority to bind the corporation.
237894 ONTARIO LIMITED
By:
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By:
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I/we have authority to bind the corporation.
STOKLOSAR MARBLE QUARRIES LIMITED
By:
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By:
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I/we have authority to bind the corporation.
