Common use of Acquisition of Subsidiaries Clause in Contracts

Acquisition of Subsidiaries. In connection with the acquisition --------------------------- of all of the issued and outstanding capital stock of Apollo Sports Technologies, Ltd., formerly TI Apollo, Ltd. ("Apollo"), a UK Company, ▇▇▇▇▇▇▇▇ 531, Ltd., formerly TI ▇▇▇▇▇▇▇▇, Ltd., ("▇▇▇▇▇▇▇▇"), a UK Company, and Apollo Golf, Inc., a New Jersey corporation ("Apollo US") and certain real property from TI Group plc, a UK Company, and in connection with the acquisition of Cape Composites, Incorporated ("Cape") through Sierra Materials, LLC ("Sierra Materials") in which the Company owns an 80% interest, the formation of ICE*USA, LLC and the acquisition of assets from Expedition Trading Company, LLC and the acquisition of 5,000,000 shares of the issued and outstanding capital stock of Pentiumatics, Sdn Bhd, a Malaysian company, the Company, through its officers, directors, employees, legal counsel, accountants and other agents, have conducted a thorough and complete independent investigation of the books, records (including, without limiting the generality thereof, the tax records), financial data, liabilities, obligations, assets, properties, agreements and all other instruments and documents in the possession of each such Subsidiary or the sellers ("Sellers") of each such corporation and pertaining to each such Subsidiary and as a result of such investigation on or prior to the closing date when the acquisition of each such corporation was consummated, and based on the current operations and conditions of each such Subsidiary under the Company's control and supervision, the Company does not know of any fact, condition or circumstance existing as of the date hereof and will not know or be aware of any fact, condition or circumstance as of the closing date, or the Option Closing Date, which could result in a breach of any of the representations, warranties or covenants contained in the agreements governing the purchase of the capital stock or assets and properties of such Subsidiaries made by the Sellers of such Subsidiaries to the Company which shall have survived the Closing Date or which would result in a claim for indemnification against such Sellers under the terms of any such agreements or which would materially adversely affect the Company, its assets or financial condition which are not otherwise disclosed in the Registration Statement.