CASH RESOURCES.
BUYER HAS SUFFICIENT CASH RESOURCES TO PAY ANY
AMOUNTS OWED PURSUANT TO SECTIONS 2.6 AND 2.7 HEREUNDER.
4.
REPRESENTATIONS AND WARRANTIES CONCERNING TARGET.
SELLERS
JOINTLY AND SEVERALLY REPRESENT AND WARRANT TO BUYER, SUBJECT TO SUCH EXCEPTIONS
AS ARE DISCLOSED IN THE DISCLOSURE SCHEDULE DELIVERED BY SELLERS TO BUYER ON THE
DATE HEREOF AND INITIALED BY THE PARTIES (THE "DISCLOSURE SCHEDULE") (IT BEING
UNDERSTOOD THAT THE DISCLOSURE SCHEDULE SHALL QUALIFY (A) THE REPRESENTATIONS
AND WARRANTIES SET FORTH IN THE CORRESPONDING SECTIONS AND SUBSECTIONS OF THIS
SECTION 4 AND (B) ANY OTHER REPRESENTATIONS AND WARRANTIES OF THIS SECTION 4 IF
AND SOLELY TO THE EXTENT THAT IT IS READILY APPARENT ON THE FACT OF SUCH
DISCLOSURE (WITHOUT REFERENCE TO THE DOCUMENTS REFERENCED THEREIN) THAT IT
APPLIES TO SUCH OTHER REPRESENTATIONS AND WARRANTIES), AS FOLLOWS:
4.1
ORGANIZATION, QUALIFICATION, AND CORPORATE POWER.
TARGET IS A
LIMITED LIABILITY COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF COLORADO.
TARGET IS DULY AUTHORIZED TO CONDUCT BUSINESS AND
IS IN GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION WHERE SUCH QUALIFICATION
IS REQUIRED, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD STANDING
WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
TARGET HAS
FULL POWER AND AUTHORITY AND ALL LICENSES, PERMITS, AND AUTHORIZATIONS NECESSARY
TO CARRY ON THE BUSINESSES IN WHICH IT IS ENGAGED AND TO OWN AND USE THE
PROPERTIES OWNED AND USED BY IT.
SECTION 4.1 OF THE DISCLOSURE SCHEDULE LISTS
THE MANAGERS AND OFFICERS OF TARGET.
SELLERS HAVE DELIVERED TO BUYER CORRECT
AND COMPLETE COPIES OF THE ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT FOR
TARGET, EACH AS AMENDED TO DATE.
TARGET IS GOVERNED BY THE COLORADO LIMITED
LIABILITY COMPANY ACT, AS AMENDED (THE "ACT").
THE MEMBERSHIP INTEREST RECORD
BOOKS FOR TARGET ARE CORRECT AND COMPLETE.
TARGET IS NOT IN DEFAULT UNDER OR IN
VIOLATION OF ANY PROVISION OF ITS ARTICLES OF ORGANIZATION OR OPERATING
AGREEMENT.
4.2
CAPITALIZATION.
THE MEMBERSHIP INTERESTS CONSTITUTE THE ENTIRE
OUTSTANDING MEMBERSHIP INTERESTS OF TARGET.
ALL OF THE ISSUED AND OUTSTANDING
MEMBERSHIP INTERESTS HAVE BEEN DULY AUTHORIZED.
SELLERS COLLECTIVELY HOLD ALL
OF THE ISSUED MEMBERSHIP INTERESTS, AND THE MEMBERSHIP INTERESTS ARE HELD OF
RECORD BY THE RESPECTIVE SELLERS AS SET FORTH IN SECTION 4.2 OF THE DISCLOSURE
SCHEDULE.
THERE ARE NO OUTSTANDING OR AUTHORIZED OPTIONS, WARRANTS, PURCHASE
RIGHTS, SUBSCRIPTION RIGHTS, CONVERSION RIGHTS, EXCHANGE RIGHTS, OR OTHER
CONTRACTS OR COMMITMENTS THAT COULD REQUIRE TARGET TO ISSUE, SELL, OR OTHERWISE
CAUSE TO BECOME OUTSTANDING ANY OF ITS MEMBERSHIP INTERESTS, OR ANY EQUITY OR
VOTING RIGHT THEREIN COMPONENT THEREOF.
THERE ARE NO OUTSTANDING OR AUTHORIZED
EQUITY APPRECIATION, PHANTOM INTEREST, PROFIT PARTICIPATION, OR SIMILAR RIGHTS
WITH RESPECT TO TARGET.
THERE ARE NO VOTING TRUSTS, PROXIES, OR OTHER
AGREEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE VOTING OF THE MEMBERSHIP
INTERESTS OF TARGET.
14
4.3
NON-CONTRAVENTION.
NEITHER THE EXECUTION AND THE DELIVERY OF THIS
AGREEMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, WILL
(I) VIOLATE ANY CONSTITUTION, STATUTE, REGULATION, RULE, INJUNCTION, JUDGMENT,
ORDER, DECREE,