AGREEMENT AND PLAN OF MERGER
Agreement entered into as of February 19, 2004, by and between
Technology
Connections, Inc., a North Carolina corporation
("Technology"), HouseRaising,
Inc., a Delaware corporation
("HouseRaising"), and the persons whose names are
set forth on the signature page hereof, who
are the owners of record of all of
the issued and outstanding stock of HouseRaising (the "HouseRaising
Stockholders"). Technology, HouseRaising and the HouseRaising
Stockholders are
referred to collectively herein as the "Parties".
This Agreement contemplates a tax-free merger of HouseRaising with and
into
Technology in a reorganization pursuant to
Code 368(a)(1)(A).
However, none of
the Parties is seeking tax counsel or legal or
accounting opinions on whether
the merger qualifies for tax free treatment
and tax free treatment of the merger
is not a condition precedent to the obligations of the Parties to this
Agreement. HouseRaising Stockholders will
receive capital stock in Technology in
exchange for their capital stock in HouseRaising.
Now, therefore, in consideration of the
premises and the mutual promises herein
made, and in consideration of the representations,
warranties, and covenants
herein contained, the Parties agree as follows.
ARTICLE I
THE MERGER TRANSACTION
1.01 The Merger.
On and subject to the terms and
conditions of this Agreement, HouseRaising will
merge with and into Technology (the "Merger") at the Closing as
defined in
Section 1.02 herein. Technology shall be the
corporation surviving the Merger
(the "Surviving Corporation") and HouseRaising will cease to exist.
1.02 The Closing.
The Closing of the transactions contemplated
by this Agreement (the "Closing")
shall take place at the offices of Technology in
Charlotte, North Carolina,
commencing at 9:00 a.m. local time on the second business day
following the
satisfaction or waiver of all conditions to the
obligations of the Parties to
consummate the transactions contemplated hereby (other than conditions with
respect to actions the respective Parties will take
at the Closing itself) or
such other date as the Parties may mutually determine
(the "Closing Date").
1.03 Actions
by Technology Prior to Closing:
Prior to closing, Technology will timely
file the following documents with the
Securities and Exchange Commission ("the Commission"):
(i) Form 8K;
(ii) Schedule 14C, disclosing the merger and amendment to the Articles of
Incorporation;
and
(iii)All other filings and periodic filing Technology is required to
file,
including
but not limited to its Form 10-KSB for the fiscal
year ended
December
31, 2003, and its Form 10-QSB for the quarter ended
March 31,
2004,
if such reports are required to be
filed prior to the Closing Date.
1.04 Actions
at the Closing.
At the Closing, (i) HouseRaising will deliver to Technology the various
certificates, instruments, and documents referred to herein, (ii)
Technology
will deliver to HouseRaising the various certificates, instruments, and
documents referred to herein, and (iii) Technology and
HouseRaising will file
with the Secretary of State of the State of North Carolina
Certificates of
Merger.
1.05 Effect
of the Merger.
(i) General. The Merger shall become effective at the time (the
"Effective
-------
Time")
that Technology and HouseRaising file the Certificates
of Merger
with
the Secretary of State of the State of North Carolina.
The Merger
shall
have the effect set
forth in the North Carolina Business Corporation
Act.
Technology may, at any
time after the Effective Time, take any action
(including
executing and delivering any document) in the name and on
behalf
of either Technology or HouseRaising in
order to carry out and effectuate
the transactions contemplated by this Agreement.
(ii) Certificate of Incorporation. The Certificate of Incorporation of
------------------------------
Technology
in effect at and as of the Effective Time will remain
the
Certificate
of Incorporation of the Surviving Corporation without any
modification
or amendment resulting solely as a result of the Merger
or
this Agreement,
except for an amendment to the Certificate of Incorporation
of Technology to change the corporate
name of Technology to "HouseRaising,
Inc."
Technology hereby
agrees to take all steps which may be necessary to
change its name
as aforesaid and to change its ticker symbol, such steps to
be taken as promptly as practicable
after the execution of this Agreement.
(iii)Bylaws. The Bylaws of Technology in effect
at and as of the Effective Time
-----
will
remain the Bylaws of the Surviving Corporation without any
modification
or amendment solely as a result of the Merger.
(iv) Conversion of HouseRaising Shares. At and as of the Effective
Time, each
------------------------------------
share of
HouseRaising Class "A" common stock and each share of
HouseRaising
Class "B" common stock (each being referred to
herein as a "HouseRaising
common
share")(other than any Dissenting Share) shall be converted into
1.0
shares
of common stock of Technology and
.036645 shares of Class A Voting
Convertible
Preferred Stock ("Class A Convertible Preferred") of Technology
(the
ratios of 1.0 common
shares and .036645 Class A Convertible Preferred
of Technology to one HouseRaising common share are
referred to herein as
the "Conversion Ratios"). The Conversion Ratios shall be subject to
equitable
adjustment
in the event of any stock split, stock
dividend,
reverse
stock split, or other change in the
number of HouseRaising common
shares
outstanding.
No HouseRaising common share shall be deemed to be
outstanding
or to have any rights other than those
set forth above after
the Effective Time.
(v) Issuance of Technology Common and Preferred.
In the aggregate, 27,288,732
---------------------------------------------
shares of
Technology common stock which shall represent a minimum of 51%
of
the outstanding shares of common stock of
Technology and 1,000,000 shares
of Technology Class A Convertible Preferred will be issued to the
HouseRaising
Stockholders
at and as of the Effective Time. The
relative
rights,
preferences
and terms and conditions of the shares of the
Technology
preferred voting stock are set forth in Exhibit A hereto.
1.06 Closing
Procedure.
(i) At closing, Technology will deliver
to the HouseRaising Stockholders stock
certificates
representing
the number of shares
of Technology common stock
and Class A Convertible Preferred to
which each of them is entitled issued
in each HouseRaising Shareholders respective name. Each HouseRaising
Shareholder
shall deliver
certificates endorsed in blank or accompanied by
stock
powers executed in blank, representing the
HouseRaising shares of
common
stock to be surrendered, with all
signatures medallion guaranteed
and with all necessary transfer taxes
and other revenue stamps affixed and
acquired
at the HouseRaising Stockholders' expense.
(ii) At the Closing and from time to time
thereafter, the Parties hereto shall
execute such
additional instruments and take such other action as the other
party
may reasonably request in order to facilitate the transactions
contemplated
herein.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES OF TECHNOLOGY
As an inducement to, and to obtain the reliance of
HouseRaising, Technology
represents, promises and warrants as follows:
2.01
Organization.
Technology is, and will be at Closing, a corporation duly
organized, validly
existing, and in good standing under the
laws of the State of North Carolina and
has the corporate power and is and will be duly authorized, qualified,
franchised, and licensed under all
applicable laws, regulations, ordinances, and
orders of public authorities to own all of its properties and
assets and to
carry on its business in all material
respects as it is now being conducted, and
there are no other jurisdictions in which it is
not so qualified in which the
character and location of the assets owned by it
or the nature of the material
business transacted by it requires
qualification, except where failure to do so
would not have a material adverse effect on its business, operations,
properties, assets or condition. The execution and delivery of this
Agreement
does not, and the consummation of the transactions contemplated by this
Agreement in accordance with the terms
hereof will not, violate any provision of
Technology's Articles of Incorporation or
Bylaws, or other agreement to which it
is a party or by which it is bound.
2.02 Approval
of Agreement.
Technology has full power, authority, and legal right and has
taken, or will
take, all action required by law, its Articles of
Incorporation, Bylaws, and
otherwise to execute and deliver this Agreement and to consummate the
transactions herein contemplated. The board of directors of Technology has
authorized and approved the execution, delivery, and performance of this
Agreement and the transactions contemplated
hereby are subject to the approval
of the Technology shareholders and compliance with state and federal law.
Technology shareholders will not have dissenters rights
with respect to any of
the transactions contemplated herein.
2.03
Capitalization.
The authorized capitalization of Technology consists of
100,000,000 shares of
common stock, $0.001 par value, of which 1,347,893 shares are issued and
outstanding prior to issuance of shares as set forth in Article I of this
Agreement. There are 5,000,000 shares of preferred stock authorized,
having
such terms, conditions, relative rights
and preferences as may be determined by
the Board of directors from time to time
when issued, and no shares of preferred
stock are issued and outstanding prior to
the issuance of shares as set forth in
Article I of this Agreement. There are, and at the Closing,
there will be no
outstanding subscriptions, options, warrants, convertible securities, calls,
rights, commitments or agreements calling
for or requiring issuance or transfer,
sale or other disposition of any shares of capital stock of the
Company or
calling for or requiring the issuance of any
securities or rights convertible
into or exchangeable (including on a contingent basis) for shares
of capital
stock. All of the outstanding shares of
Technology are duly authorized, validly
issued, fully paid and non-assessable and not issued in violation of the
preemptive or other right of any person.
There are no dividends
due, to be paid
or in arrears with respect to any of the capital stock of Company.
2.04 Financial
Statements.
(i) Included in Schedule 2.04 are the
audited balance sheet of Technology as of
December
31, 2002, and the
related statements of operations, stockholders'
equity
(deficit),
and cash flows for the fiscal year ended
December 31,
2002, including
the notes thereto, and related statements of operations for
the quarters then ended (collectively the
"Financial Statements") and the
accompanying
auditor's report and representations by the Chief
Financial
Officer
of Technology to the
effect that such financial statements contain
all adjustments (all of which are normal recurring
adjustments) necessary
to present fairly the results of
operations and financial position for the
periods
and as of the dates indicated.
(ii) The financial statements of Technology delivered pursuant to Section
2.04(i) have
been prepared in accordance with generally accepted accounting
principles
consistently
applied throughout the periods involved as
explained
in the notes to such financial statements. The Technology
financial
statements
present fairly, in all material respects,
as of the
closing
date, the financial position of Technology. Technology
will not
have, as of the Closing Date, any liabilities, obligations or
claims
against
it (absolute or contingent) in excess
of $200,000, and all assets
reflected
therein present fairly the assets of Technology in
accordance
with
generally accepted accounting principles.
(iii)Technology has filed or will file as the Closing Date its tax
returns
required
to be filed for its
two most recent fiscal years and will pay all
taxes due
thereon. All such returns and reports are accurate and correct
in
all material respects. Technology has no liabilities with
respect to the
payment of any
federal, state, county, local, or other taxes (including any
deficiencies,
interest, or penalties) accrued for or applicable to the
period
ended on the closing date and all such
dates and years and periods
prior thereto
and for which Technology may at said date have been liable in
its own right or as transferee of the assets of,
or as successor to, any
other
corporation
or entity, except for
taxes accrued but not yet due and
payable,
and to the best
knowledge of Technology, no deficiency assessment
or proposed adjustment of any such tax return is pending, proposed
or
contemplated.
None of such income tax returns has been examined or
is
currently
being examined by the
Internal Revenue Service and no deficiency
assessment
or proposed adjustment of any such
return is pending, proposed
or contemplated. Technology has not made any election pursuant to the
provisions
of any applicable tax laws (other than elections
that relate
solely
to methods of
accounting, depreciation, or amortization) that would
have
a material adverse
affect on Technology, its financial condition, its
business
as presently conducted
or proposed to be conducted, or any of its
respective
properties
or material assets. There are no outstanding
agreements
or waivers extending the statutory period of limitation
applicable
to any tax return of Technology.
2.05 Information.
The information concerning Technology set forth in this
Agreement is complete
and accurate in all respects and does not
contain any untrue statement of a fact
or omit to state a fact required to make the
statements made, in light of the
circumstances under which they were made, not misleading. Technology shall
cause the schedules delivered by it pursuant hereto and the instruments
delivered to HouseRaising hereunder to be updated after the
date hereof up to
and including the Closing Date.
2.06 Absence
of Certain Changes or Events.
Except as set forth in this Agreement or
the schedules hereto, since the date of
the most recent Technology balance
sheet described in Section 2.04 and included
in the information referred to in Section 2.06:
(a) There has not been: (i) any adverse change in the
business, operations,
properties,
level of inventory, assets, or condition of Technology; or (ii)
any damage, destruction, or loss to Technology
(whether or not covered by
insurance)
adversely affecting the business, operations, properties,
assets,
or conditions of Technology;
(b) Technology has not: (i) amended its Articles of
Incorporation or Bylaws;
(ii)
declared or made, or agreed to declare or make, any payment of
dividends
or distributions of any assets of any kind whatsoever to
stockholders or
purchased or redeemed, or agreed to purchase or redeem, any
of its capital stock; (iii) waived any rights of value which in the
aggregate
are extraordinary or material considering the business of
Technology;
(iv) made any material change in its method of
management,
operation, or
accounting; (v) entered into any other material transactions;
(vi)
made any accrual or arrangement for or
payment of bonuses or special
compensation of
any kind or any severance or termination pay to any present
or former officer or employee; (vii) increased the rate
of compensation
payable
or to become payable by it to any of
its officers or directors or
any of its employees whose monthly
compensation exceeds $1,000; or (viii)
made
any increase in any profit-sharing, bonus, deferred
compensation,
insurance,
pension, retirement, or other employee benefit plan, payment,
or
arrangement
made to, for, or with its officers,
directors, or employees;
(c) Technology has not: (i) granted or agreed to
grant any options, warrants,
or other rights for its stocks, bonds, or other corporate securities
calling
for the issuance thereof; (ii) borrowed or agreed
to borrow any
funds or incurred, or become subject to, any material obligation or
liability
(absolute or contingent) except liabilities incurred in the
ordinary
course of business; (iii) paid any material obligation or
liability
(absolute or contingent) other than current liabilities
reflected
in or shown on the most recent Technology balance sheet and current
liabilities
incurred since that date in the ordinary course
of business;
(iv)
sold or transferred, or agreed to sell or transfer, any of its
material
assets, properties, or rights (except assets, properties, or
rights
not used or useful in its business which,
in the aggregate have a
value
of less than $5,000 or canceled, or agreed
to cancel, any debts or
claims
(except debts and claims which in the aggregate
are of a value of
less
than $5,000); (v) made or permitted any
amendment or termination of
any contract, agreement, or license to which it is a party if such
amendment
or termination is material, considering the business of
Technology
; or (vi) issued, delivered, or
agreed to issue or deliver any
stock,
bonds, or other corporate securities
including debentures (whether
authorized
and unissued or held as treasury stock); and
(d) Technology has not become subject to any law, order, investigation,
inquiry,
grievance or regulation which materially and adversely affects,
or
in the future would be reasonably expected to adversely affect, the
business,
operations,
properties,
assets, or condition of Technology.
2.07 Litigation
and Proceedings.
There are no material actions, suits, claims, or administrative or other
proceedings pending, asserted or
unasserted, threatened by or against Technology
or adversely affecting Technology or its
properties, at law or in equity, before
any court or other governmental agency
or instrumentality, domestic or foreign,
or before any arbitrator of any kind. Technology is not in default of
any
judgment, order, writ, injunction, decree, award, rule, or regulation
of any
court, arbitrator, or governmental agency or instrumentality.
2.08 Compliance
With Laws.
Technology and its officers and directors
have complied with all federal, state,
county and local laws, ordinances,
regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business, including
federal and state securities laws.
Technology and its
officers, directors and
beneficial owners are not under investigation by any
federal, state, county or
local authorities, including the Commission. Technology and its officers,
directors and beneficial owners have not
received notification from any federal,
state, county, or local authorities, including
the Commission, that
it or any
of its officers or directors will be the
subject of a legal action or that the
Commission's Division of Enforcement will
be recommending to the Commission that
a Federal District Court or Commission
administrative action or any other action
be filed or taken against Technology
and its officers, directors and beneficial
owners.
2.09 Securities
and Exchange Commission Compliance of Technology.
Technology has a class of securities registered
pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended
("Exchange Act") and has complied in
all respects with Rule 14(a) and 14(c) of
the Exchange Act, and with Sections 13
and 15(d) of the Exchange Act, and Technology, its
management and beneficial
owners have complied in all respects with Sections 13(d) and 16(a) of
the
Exchange Act.
2.10 Material
Contract Defaults.
Technology is not in default under the terms of any outstanding
contract,
agreement, lease, or other commitment, and
there is no event of default or other
event which, with notice or lapse of time
or both, would constitute a default in
any respect under any such contract, agreement, lease, or
other commitment.
2.11 No Conflict With Other Instruments.
The execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any
term or
provision of, or constitute an event of default
under, any material indenture,
mortgage, deed of trust, or other material
contract, agreement, or instrument to
which Technology is a party or to which
any of its properties or operations are
subject.
2.12 Subsidiary.
Technology does not and has never owned,
beneficially or of record, any equity
securities in any other entity. Technology does not have a
predecessor as that
term is defined under generally accepted
accounting principles or Regulation S-X
promulgated by the Securities and Exchange Commission.
2.13 Technology
Schedules and Documents.
Technology will deliver to HouseRaising the following schedules and
documents within ten days prior to the date of
closing, which are collectively
referred to as the "Technology Schedules" and which
consist of the following
separate schedules dated as of the date of execution of this
Agreement, all
certified by a duly authorized officer of Technology as complete,
true, and
accurate:
(a) A schedule including copies of the
Articles of Incorporation and Bylaws of
Technology
in effect as of the date of this Agreement;
(b) A schedule containing copies of resolutions adopted by the board of
directors
of Technology approving this Agreement and the transactions
herein
contemplated;
(c) A schedule setting forth a description of any
material adverse change in
the business, operations, property, inventory, assets, or condition of
Technology
since the most recent Technology balance
sheet, required to be
provided
pursuant to Section 2.04 hereof;
(d) A schedule setting forth the financial statements required
pursuant to
Section
2.04(a) hereof;
(e) A schedule setting forth any other
information, together with any required
copies
of documents, required to be
disclosed in the Technology Schedules
by Sections 2.01 through 2.12; and
(f) Legal opinions in a form acceptable to HouseRaising
that Technology has
complied
with applicable securities laws pertaining to this Agreement.
Technology shall cause the Technology
Schedules and the instruments delivered to
HouseRaising hereunder to be updated after
the date hereof up to and including a
specified date not more than three business days prior to the
Closing Date.
Such updated Technology Schedules,
certified in the same manner as the original
Technology Schedules, shall be delivered prior to and as
a condition precedent
to the obligation of HouseRaising to close.
2.14 Quotation
on the OTC Bulletin Board.
Technology's Common Stock is quoted on the OTC
Bulletin Board under the symbol
"TLGY" and Technology will retain such
quotation on the OTC Bulletin Board until
the Closing of the transactions contemplated herein.
2.15 Delivery
of Shareholder List.
Upon execution of this agreement, Technology shall deliver a certified
shareholder list from its transfer agent setting forth the name of each
Technology shareholder, the number of shares held by each,
dated as of a date
within five days of closing and whether such shares held are restricted
securities. In connection therewith, Technology represents that none of its
shareholders are nominees for any other person.
ARTICLE III
REPRESENTATIONS, COVENANTS, WARRANTIES OF HOUSERAISING, ETC.
As an inducement to, and to obtain
the reliance of Technology, HouseRaising and
the HouseRaising Stockholders, jointly and
severally, represent and warrant as
follows:
3.01
Organization.
HouseRaising is, and will be on the Closing Date, a corporation duly
organized, validly existing, and in good
standing under the laws of Delaware and
has the corporate power and is and will be duly authorized, qualified,
franchised, and licensed under all
applicable laws, regulations, ordinances, and
orders of public authorities to own all of its properties and
assets and to
carry on its business in all material
respects as it is now being conducted, and
there are no other jurisdictions in which it is
not so qualified in which the
character and location of the assets owned by it
or the nature of the material
business transacted by it requires
qualification, except where failure to do so
would not have a material adverse effect on its business, operations,
properties, assets or condition of
HouseRaising. The
execution and delivery of
this Agreement does not, and the consummation of
the transactions contemplated
by this Agreement in accordance with the terms hereof will not,
violate any
provision of HouseRaising's Articles of Incorporation or Bylaws, or other
material agreement to which it is a party or by which it is bound.
3.02 Approval
of Agreement.
HouseRaising has full power, authority, and legal
right and has taken, or will
take, all action required by law, its Articles of
Incorporation, Bylaws, or
otherwise to execute and deliver this Agreement and to consummate the
transactions herein contemplated. The board of directors of HouseRaising
has
authorized and approved the execution, delivery, and performance of this
Agreement and the transactions contemplated
hereby, subject to the approval of
the HouseRaising Stockholders and compliance with state and
federal corporate
and securities laws.
3.03
Capitalization.
The authorized capitalization of HouseRaising
consists of 90,000,000 shares of
Class "A" common stock, par value $.001, and 10,000,000 shares
of Class "B"
common stock, par value $.001, of which as
of the date hereof, 16,980,000 shares
of Class "A" common stock and 10,000,000 shares
of Class "B" common stock are
issued and outstanding to the HouseRaising Shareholders set forth on the
signature page hereof. All issued and outstanding
HouseRaising common shares
are validly issued, fully paid, and
nonassessable and not issued in violation of
the preemptive or other right of any person.
There are no dividends
or other
amounts due or payable with respect to any of the shares
of capital stock of
HouseRaising.
3.04 Financial
Statements.
(a) Included in Schedule 3.04 are the unaudited
balance sheets of HouseRaising
as of December 31, 2002 and the related statements of
operations, cash
flows,
and stockholders' equity for the
period from inception to December
31, 2002 including the notes thereto and representations by the
Chief
Operating
Officer of HouseRaising to the effect that such financial
statements
contain all adjustments (all of which are normal recurring
adjustments)
necessary to present fairly the results of operations and
financial
position for the periods and as of the dates indicated.
(b) The unaudited financial statements delivered pursuant to
Section 3.04(a)
have
been prepared in accordance with generally accepted accounting
principles
consistently
applied throughout the periods involved. The
financial
statements of HouseRaising present fairly, as of their
respective
dates,
the financial position of
HouseRaising. HouseRaising did not have,
as of the date of any such balance sheets, except as
and to the extent
reflected
or reserved against therein, any liabilities or obligations
(absolute
or contingent) which should be reflected in any financial
statements
or the notes thereto prepared in accordance with generally
accepted
accounting
principles,
and all assets
reflected therein present
fairly
the assets of HouseRaising, in accordance
with generally accepted
accounting
principles.
The statements of revenue and expenses and cash
flows
present fairly the financial position and result of
operations of
HouseRaising
as of their respective dates and for the
respective periods
covered
thereby.
3.05 Outstanding
Warrants and Options.
HouseRaising has no issued warrants or options, calls, or
commitments of any
nature relating to the authorized and unissued HouseRaising common stock.
3.06 Information.
The information concerning HouseRaising set forth
in this Agreement and in the
schedules delivered by HouseRaising pursuant
hereto is complete and accurate in
all material respects and does not contain any untrue
statement of a material
fact or omit to state a material fact
required to make the statements made, in
light of the circumstances under which they were made, not misleading.
HouseRaising shall cause the schedules delivered by
HouseRaising pursuant to
this Agreement to Technology to be updated after the date hereof up
to and
including the Closing Date.
3.07 Absence
of Certain Changes or Events.
Except as set forth in this Agreement, since the date of the most recent
HouseRaising balance sheet described in Section 3.04 and included in the
information referred to in Section 3.06:
(a) There has not been: (i) any material adverse change in the
business,
operations,
properties,
level of inventory, assets, or condition of
HouseRaising;
or (ii) any damage, destruction, or loss to
HouseRaising
materially
and adversely affecting the business,
operations, properties,
assets,
or conditions of HouseRaising;
(b) HouseRaising has not: (i) amended its Articles
of Incorporation or Bylaws;
(ii)
declared or made, or agreed to declare or make, any payment of
dividends
or distributions of any assets of any kind whatsoever to
stockholders or
purchased or redeemed, or agreed to purchase or redeem, any
of its capital stock; (iii) waived any rights of value which in the
aggregate
are extraordinary and material considering the business of
HouseRaising;
(iv) made any material change in its method
of accounting;
(v) entered into any other material transactions other than those
contemplated
by this Agreement;
(vi) made any material accrual or material
arrangement
for or payment of bonuses or special
compensation of any kind
or any severance or termination pay to any present or
former officer or
employee; or
(vii) made any material increase in any profit-sharing, bonus,
deferred
compensation,
insurance,
pension, retirement,
or other employee
benefit plan,
payment, or arrangement made to, for, or with their officers,
directors,
or employees;
(c) HouseRaising has not (i) granted or agreed to
grant any options, warrants,
or other rights for its stocks, bonds, or other corporate securities
calling
for the issuance thereof, except as previously disclosed to
Technology,
(ii) borrowed or agreed to borrow any funds or
incurred, or
become
subject to, any material obligation or liability (absolute or
contingent)
except liabilities incurred in the ordinary course of business;
(iii)
paid any material obligation or liability
(absolute or contingent)
other
than current liabilities reflected in or shown on the most
recent
HouseRaising
balance sheet and current liabilities incurred since that date
in the ordinary course of business;
(iv) sold or transferred, or agreed to
sell
or transfer, any of its material assets,
properties, or rights, or
agreed
to cancel any material debts or claims; (v)
made or permitted any
amendment or
termination of any contract, agreement, or license to which it
is a party if such amendment or termination
is material, considering the
business
of HouseRaising; or
(vi) issued, delivered, or agreed to issue or
deliver
any stock, bonds, or other corporate securities including
debentures
(whether authorized and unissued or held as treasury stock);
and
(d) To the best knowledge of
HouseRaising, it has not become subject to any law
or regulation which materially and adversely affects, or in the
future
would be
reasonably expected to adversely affect, the business,
operations,
properties,
assets, or condition of HouseRaising.
3.08 Title
and Related Matters.
Except as provided herein or disclosed in
the most recent HouseRaising balance
sheet and the notes thereto, HouseRaising
has good and marketable title to all
of its properties, inventory, interests in properties, technology,
whether
patented or unpatented, and assets, all of
which are described in Schedule 3.08
and are reflected in the most recent HouseRaising balance
sheet or acquired
after that date (except properties,
interests in properties, and assets sold or
otherwise disposed of since such date in the
ordinary course of business), free
and clear of all mortgages, liens, pledges,
charges, or encumbrances, except (i)
statutory liens, mortgages, loans or claims not yet
delinquent; and (ii) such
imperfections of title and easements as do
not, and will not, materially detract
from, or interfere with, the present or
proposed use of the properties subject
thereto or affected thereby or otherwise materially impair
present business
operations on such properties. To the best knowle