TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, HAVE BEEN TIMELY PERFORMED.
(D)
ALL AMOUNTS OWING IN RESPECT OF EMPLOYEE PAYROLL
WITHHOLDING OBLIGATIONS, REMITTANCES, PREMIUMS, CONTRIBUTIONS AND ASSESSMENTS
UNDER PROVINCIAL OR FEDERAL STATUTES OR EMPLOYEE BENEFIT PLANS HAVE BEEN FULLY
ACCRUED IN THE BOOKS AND RECORDS OF SELLER AND ITS SUBSIDIARIES AND WAGES,
VACATION PAY, HOLIDAY PAY AND EMPLOYEE BENEFITS OF THE EMPLOYEES OF SELLER AND
ITS SUBSIDIARIES HAVE BEEN FULLY ACCRUED IN SELLER'S BOOKS AND RECORDS AND
REFLECTED AS SUCH IN SELLER'S FINANCIAL STATEMENTS.
(E)
TO THE KNOWLEDGE OF SELLER, ALL EMPLOYEES HAVE
THE LEGAL RIGHT TO PERFORM SERVICES FOR SELLER AND ITS SUBSIDIARIES WITHOUT
CONDITION IN ACCORDANCE WITH LOCAL IMMIGRATION, WORK PERMIT AND SIMILAR
APPLICABLE LAWS AND REGULATIONS.
(F)
EACH INDIVIDUAL FALLING WITHIN THE DEFINITION
OF EMPLOYEE PERFORMS ALL OR SUBSTANTIALLY ALL OF HIS OR HER SERVICES FOR OR ON
BEHALF OF SELLER AND IN CONNECTION WITH THE GOLD BUSINESS.
3.12
CUSTOMERS; VENDORS.
TO SELLER'S KNOWLEDGE, GPAA
AND LDMA HAVE NOT RECEIVED ANY NOTICE OR OTHER COMMUNICATION IN WRITING OR
OTHERWISE INDICATING THAT ANY CUSTOMER (OR OTHER PERSON) INTENDS TO CEASE
DEALING WITH GPAA AND LDMA OR TO OTHERWISE SIGNIFICANTLY REDUCE THE VOLUME OF
BUSINESS TRANSACTED BY SUCH PERSON WITH GPAA AND LDMA BELOW HISTORICAL LEVELS
(OTHER THAN IN THE ORDINARY COURSE OF NEGOTIATIONS).
TO SELLER'S KNOWLEDGE,
GPAA AND LDMA HAVE NOT RECEIVED ANY NOTICE OR OTHER COMMUNICATION (IN WRITING OR
OTHERWISE), INDICATING THAT ANY VENDOR FROM WHICH GPAA AND LDMA PURCHASES GOODS
AND/OR SERVICES INTENDS TO CEASE ACTING AS A VENDOR FOR SUCH PRODUCTS OR
OTHERWISE DEALING WITH GPAA AND LDMA (OTHER THAN IN THE ORDINARY COURSE OF
NEGOTIATIONS).
3.13
LDMA-AU.
LDMA IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF NEVADA.
LDMA HAS ALL
NECESSARY CORPORATE POWERS TO OWN ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS
CURRENTLY OWNED AND OPERATED.
EACH OF THE ARTICLES OF INCORPORATION
18
AND BYLAWS OF LDMA, EACH AS AMENDED TO DATE, IS IN FULL FORCE AND EFFECT, AND
LDMA IS NOT IN VIOLATION OF ANY OF THE PROVISIONS OF SUCH DOCUMENTS.
PRIOR TO
THE CLOSING, SELLER SHALL DELIVER TO BUYER A TRUE, COMPLETE AND CORRECT COPY OF
THE CURRENT ARTICLES OF INCORPORATION AND BYLAWS OF LDMA, EACH AS AMENDED TO
DATE, AND A LIST OF THE CURRENT OFFICERS AND DIRECTORS OF LDMA.
(A)
THE AUTHORIZED CAPITAL STOCK OF LDMA ("LDMA
STOCK") CONSISTS OF TWO THOUSAND (2,000) SHARES OF COMMON STOCK, PAR VALUE $1.00
PER SHARE, OF WHICH TWO THOUSAND
(2,000) SHARES ARE ISSUED AND OUTSTANDING.
ALL OUTSTANDING SHARES OF LDMA STOCK ARE DULY AUTHORIZED, VALIDLY ISSUED, FULLY
PAID AND NONASSESSABLE AND NOT SUBJECT TO OR ISSUED IN VIOLATION OF ANY PURCHASE
OPTION, CALL OPTION, RIGHT OF FIRST REFUSAL, PREEMPTIVE RIGHT, SUBSCRIPTION
RIGHT OR ANY SIMILAR RIGHT UNDER APPLICABLE LAW, THE CERTIFICATE OF
INCORPORATION OR BYLAWS OF LDMA OR ANY CONTRACT TO WHICH LDMA, SELLER OR ANY
OTHER SUBSIDIARY OF SELLER IS A PARTY OR OTHERWISE BOUND.
NONE OF THE
OUTSTANDING SHARES OF LDMA STOCK HAVE