CONTEMPLATED HEREBY, WILL
DIRECTLY OR INDIRECTLY (WITH OR WITHOUT NOTICE OR LAPSE OF TIME):
(A)
TO THE KNOWLEDGE OF SELLER, CONTRAVENE, CONFLICT WITH OR RESULT IN
A VIOLATION OF, OR GIVE ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON THE RIGHT TO
CHALLENGE ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR TO EXERCISE ANY REMEDY
OR OBTAIN ANY RELIEF UNDER, ANY LEGAL REQUIREMENT OR ANY ORDER TO WHICH THE
SELLER OR ANY OF THE ASSETS IS SUBJECT;
(B)
CAUSE THE BUYER OR ANY AFFILIATE OF THE BUYER TO BECOME SUBJECT
TO, OR TO BECOME LIABLE FOR THE PAYMENT OF, ANY TAX;
7
(C)
CONTRAVENE, CONFLICT WITH OR RESULT IN A VIOLATION OF ANY OF THE
TERMS OR REQUIREMENTS OF, OR GIVE ANY GOVERNMENTAL AUTHORITY THE RIGHT TO
REVOKE, WITHDRAW, SUSPEND, CANCEL, TERMINATE OR MODIFY, ANY GOVERNMENTAL
AUTHORIZATION INCLUDED IN THE ASSETS;
(D)
CONTRAVENE, CONFLICT WITH OR RESULT IN A VIOLATION OR BREACH OF,
OR RESULT IN A DEFAULT UNDER, ANY PROVISION OF ANY CONTRACT TO WHICH SELLER IS A
PARTY OR TO WHICH EITHER IS OTHERWISE BOUND;
(E)
GIVE ANY PERSON THE RIGHT TO (I) DECLARE A DEFAULT OR EXERCISE ANY
REMEDY UNDER ANY CONTRACT, (II) ACCELERATE THE MATURITY OR PERFORMANCE OF ANY
CONTRACT, OR (III) CANCEL, TERMINATE OR MODIFY ANY CONTRACT; OR
(F)
RESULT IN THE IMPOSITION OR CREATION OF ANY LIEN UPON OR WITH
RESPECT TO ANY OF THE ASSETS.
3.12
BROKERS.
THE SELLER HAS NOT AGREED OR BECOME OBLIGATED TO PAY, NOR
HAS SELLER TAKEN ANY ACTION THAT MIGHT RESULT IN ANY PERSON CLAIMING TO BE
ENTITLED TO RECEIVE, ANY BROKERAGE COMMISSION, FINDER'S FEE OR SIMILAR
COMMISSION OR FEE IN CONNECTION WITH ANY OF THE TRANSACTIONS.
3.13
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS SECTION 3 DO NOT CONTAIN ANY UNTRUE STATEMENT OF A FACT OR
OMIT TO STATE A FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE NOT
MISLEADING.
TO SELLER'S KNOWLEDGE, THERE ARE NO OTHER FACTS OR CIRCUMSTANCES
NOT DISCLOSED HEREIN THAT MAY ADVERSELY AFFECT THE VALUE OF THE ASSETS.
SECTION 4.
REPRESENTATIONS AND WARRANTIES OF BUYER.
BUYER REPRESENTS AND
WARRANTS TO SELLER AS FOLLOWS:
4.1
AUTHORIZATION.
BUYER IS A CORPORATION DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF COLORADO.
BUYER
HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO EXECUTE, DELIVER AND PERFORM ITS
OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY.
EACH
TRANSACTION DOCUMENT EXECUTED AND DELIVERED BY BUYER HAS BEEN DULY EXECUTED AND
DELIVERED THEREBY, AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF
BUYER ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THEIR RESPECTIVE TERMS (EXCEPT
AS LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT RELATING TO OR AFFECTING
CREDITORS' RIGHTS GENERALLY AND SUBJECT TO THE LIMITATIONS IMPOSED BY GENERAL
EQUITABLE PRINCIPLES (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN
A PROCEEDING AT LAW, IN EQUITY OR IN ARBITRATION)).
4.2
LITIGATION.
THERE ARE NO ACTIONS, SUITS, PROCEEDINGS OR
INVESTIGATIONS PENDING, OR TO THE BUYER'S