Res 1986-116 - Laserfiche WebLink

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(d) (e) (f) (g) 4. Shares of stock were not held as inventory or primarily for sale to customers in the ordinary course of business; The price per share is based on the assumption that there are 105 shares outstanding. The accounts of COMPANY are maintained on the cash basis for interim management and federal income tax purposes and on the accural basis for regulatory purposes. The COMPANY'S accounting is described in the audit letter attached hereto as Exhibit IIDII and incorporated herein for all purposes. All of COMPANY'S assets ana liaoilities as of July 31, 1986 are specified in the audit letter attached hereto as Exhibit "D". SHAREHOLDERS will jointly and severally indemnify and hold NPC, their successors and assigns, harmless from all claims, suits, damages, judgments and liability arising from the intentional omission of the information required under section (f) to the extent of their stock ownership in the corporation based on $1700.00 per share of stock. Each SHAREHOLDER, as n~med herein, represents and warrants that it has good title to its respective shares of stock of COMPANY. 5. COMPANY and NPC agree that: a. b. c. This Contract and the following documents attached hereto and incorporated herein contain the entire agreement between the parties and supercede all prior agreements: 1. Promissory Note from COMPANY to NPC as Exhibit "A"; 2. Deed of Trust, Security Agreement and Financing Statement as Exhibit "B"; 3. Contract for Transfer of Certain Water System Facilities between COMPANY and the City of San Marcos as Exhibit "CUi 4. The July 31, 1986 audit letter as Exhibit "D"; 5. Contract for the Sale and Purchase of certain Water Facilities as Exhibit "E"; This Contract shall not be a~ended, modified or supplemented in any way except by written agreement signed by both parties herein. This Contract shall not be assigned by COMPANY or NPC without the vlritten agreement of both parties. The invalidity or unenforceability of any provision of this Contract shall not affect the validity or unenforceability of this Contract. 5.