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that each assignment of the interest to purchase each system <br />is not a transfer of ownership of the system. <br />The proposed transaction involves the following primary <br />entities: <br />1. Daniels 6 Associates, Inc. ("Daniels") -- a <br />Delaware Corporation. ` <br />2, Daniels - Hauser Holding Company ("D-H Hold- <br />ings") -- a Colorado general partnership con- <br />sisting of Daniels n Associates, Inc. and <br />North Central Cable communications, L.P. as <br />general partners. <br />3, North Central'Cable CaMinnesota <br />("North Certr­ <br />limited partnership consisting of Hauserandoie <br />Communications Inc. as general partner, <br />R.E. Hauser, Inc. as limited partner. <br />4, Hauser Cable of Minnesota, Inc. ("Hauser - <br />MN") -- a Minnesota corporation. <br />5, Continental C9ioa of Minnesota, Inc. <br />Minnesota corporation. <br />("Continental -MN -MN"")) <br />g, North Central Cable Communications Corporation <br />("North Central") -- a Delaware corporation. <br />We have reviewed the necessary dog-.,;entation to conclude <br />that each of the entities is duly organized and In exis- <br />tence. The organizational existence of Daniels has been <br />certified by the Buyers. We have reviewed a Certification <br />and Joint Venture Agreement regarding D.H. Holdings, which <br />constitutes the partnership agreement of D-H Holdings. We <br />have also reviewed a Certificate of Formation issued by the <br />Minnesota Secretary of State and Limited Partnership Agree- <br />ment creating North Central - L.P. We have additionally <br />been presented with the articles of incorporation and bylaws <br />4 - <br />