THREATENED PROCEEDING WITH RESPECT TO ANY VIOLATION,
ALLEGED OR PROVEN, OF ANY ENVIRONMENTAL LAW BY KLAMATH NORTHERN INVOLVING ANY
KNRC REAL PROPERTY, OR ANY OPERATION CONDUCTED BY KLAMATH NORTHERN AT ANY KNRC
REAL PROPERTY, EXCLUDING NOTICES OR PROCEEDINGS RELATING TO MATTERS WHICH HAVE
BEEN RESOLVED IN ACCORDANCE WITH ALL APPLICABLE LEGAL REQUIREMENTS AND ARE NO
LONGER OUTSTANDING.
(F)
THERE ARE NO UNDERGROUND STORAGE TANKS AT ANY KNRC REAL PROPERTY,
INCLUDING TANKS THAT HAVE BEEN CLOSED IN PLACE OR ARE EXEMPT FROM REGULATION.
6.2
BUYER'S REPRESENTATIONS AND WARRANTIES. BUYER REPRESENTS AND
WARRANTS TO SELLER AS FOLLOWS:
6.2.1
ORGANIZATION AND GOOD STANDING. BUYER IS A CORPORATION DULY
INCORPORATED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF BRITISH
COLUMBIA.
6.2.2
AUTHORITY; NO CONFLICT.
(A)
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID, AND BINDING
OBLIGATION OF BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS TERMS.
UPON THEIR EXECUTION AND DELIVERY BY BUYER AT THE CLOSING, EACH OF THE BUYER
CLOSING DOCUMENTS WILL CONSTITUTE THE LEGAL, VALID, AND BINDING OBLIGATIONS OF
BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
BUYER HAS FULL CORPORATE POWER, AUTHORITY, AND CAPACITY TO EXECUTE AND DELIVER
THIS AGREEMENT AND EACH OF THE BUYER CLOSING DOCUMENTS AND TO PERFORM ITS
OBLIGATIONS HEREUNDER AND THEREUNDER.
(B)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT, NOR THE
PERFORMANCE OF ANY OF BUYER'S OBLIGATIONS HEREUNDER, NOR THE CONSUMMATION OF
THIS TRANSACTION WILL, DIRECTLY OR INDIRECTLY (WITH OR WITHOUT NOTICE, LAPSE OF
TIME, OR BOTH), (I) CONTRAVENE OR RESULT IN A VIOLATION OF ANY PROVISION OF
BUYER'S ORGANIZATIONAL DOCUMENTS OR ANY RESOLUTION ADOPTED BY THE BOARD OF
DIRECTORS OR THE SHAREHOLDERS OF BUYER; OR (II) CONTRAVENE OR RESULT IN A
VIOLATION OF ANY LEGAL REQUIREMENT OR ANY ORDER TO WHICH BUYER IS SUBJECT; OR
(III) CONTRAVENE OR RESULT IN A VIOLATION OR BREACH OF ANY PROVISION OF, OR GIVE
9
ANY PERSON THE RIGHT TO DECLARE A DEFAULT OR EXERCISE ANY REMEDY UNDER, ANY
AGREEMENT, INSTRUMENT, OR WRITING OF ANY NATURE TO WHICH BUYER IS A PARTY OR BY
WHICH BUYER OR ANY OF ITS ASSETS OR PROPERTIES IS BOUND.
6.2.3
CERTAIN PROCEEDINGS. NO PROCEEDING IS PENDING OR, TO BUYER'S
KNOWLEDGE, HAS BEEN THREATENED AGAINST BUYER THAT CHALLENGES, OR COULD
REASONABLY BE EXPECTED TO HAVE THE EFFECT OF PREVENTING, MAKING ILLEGAL, OR
OTHERWISE MATERIALLY INTERFERING WITH, THIS TRANSACTION.
6.2.4
SUFFICIENT FUNDS. BUYER HAS SUFFICIENT FUNDS AVAILABLE TO
CONSUMMATE THIS TRANSACTION.
6.2.5
ACQUISITION FOR INVESTMENT. BUYER ACKNOWLEDGES (I) THAT THE KLAMATH
NORTHERN STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR QUALIFIED OR
REGISTERED UNDER ANY STATE SECURITIES LAW ON THE GROUNDS THAT NO DISTRIBUTION OR
PUBLIC OFFERING OF THE KLAMATH NORTHERN STOCK IS TO BE EFFECTED, (II) THAT NO
PUBLIC MARKET NOW EXISTS FOR THE KLAMATH NORTHERN STOCK, AND (III) THAT A PUBLIC
MARKET THEREFOR MAY NEVER EXIST. BUYER IS ACQUIRING THE KLAMATH NORTHERN STOCK
SOLELY FOR ITS OWN ACCOUNT FOR INVESTMENT PURPOSES AND NOT AS A NOMINEE OR AGENT
FOR ANY OTHER PERSON AND NOT WITH A VIEW TO,