PROCEEDING, EXCEPT THAT, IN SUCH CASE, THE INDEMNIFIED
PARTY SHALL HAVE THE RIGHT TO JOIN IN THE DEFENSE OF SAID CLAIM, ACTION OR
PROCEEDING AT ITS OWN COST AND EXPENSE.
SECTION 9.
SURVIVAL OF REPRESENTATIONS; EFFECT OF CERTIFICATES.
THE PARTIES
HERETO AGREE THAT ALL REPRESENTATIONS, WARRANTIES, COVENANTS, CONDITIONS AND
AGREEMENTS CONTAINED HEREIN OR IN ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED
PURSUANT TO THIS AGREEMENT OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL SURVIVE THE CLOSING.
SECTION 10.
BROKERAGE INDEMNITY.
BUYER AND SELLER EACH REPRESENT TO THE
OTHER THAT NO BROKER OR FINDER HAS BEEN INVOLVED WITH ANY OF THE TRANSACTIONS
RELATING TO THIS AGREEMENT.
IN THE EVENT OF A CLAIM BY ANY BROKER OR FINDER
THAT SUCH BROKER OR FINDER REPRESENTED OR WAS RETAINED BY SELLER OR BUYER,
SELLER OR BUYER, AS THE CASE MAY BE, AGREES TO INDEMNIFY AND HOLD THE OTHER
HARMLESS FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, COST, DAMAGE, CLAIM AND
EXPENSE, INCLUDING, WITHOUT
10
LIMITATION, ATTORNEYS' FEES AND DISBURSEMENTS, WHICH MAY BE INCURRED IN
CONNECTION WITH SUCH CLAIM.
SECTION 11.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
PROVIDED FOR BY THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE
BEEN GIVEN WHEN HAND DELIVERED, WHEN RECEIVED IF SENT BY SAME DAY OR OVERNIGHT
RECOGNIZED COMMERCIAL COURIER SERVICE OR THREE BUSINESS DAYS AFTER BEING MAILED
IN ANY GENERAL OR BRANCH OFFICE OF THE UNITED STATES POSTAL SERVICE, ENCLOSED IN
A REGISTERED OR CERTIFIED POSTPAID ENVELOPE, ADDRESSED TO THE ADDRESS OF THE
PARTIES STATED BELOW OR TO SUCH CHANGED ADDRESS AS SUCH PARTY MAY HAVE FIXED BY
NOTICE:
To Buyer:
CrowdFunder, Inc.
875 Dellwood Avenue
Boulder, Colorado 80304
Attention:
Mark Kreloff
- copy to -
Holme Roberts & Owen LLP
1801 13th Street, Suite 300
Boulder, Colorado
80302-5259
Attention:
Adam Sher
provided, that any notice of change of address shall be effective only upon
receipt.
SECTION 12.
TERMINATION.
12.1
This Agreement may be terminated at any time prior to the Closing
by any of the following:
(A)
BY MUTUAL WRITTEN AGREEMENT OF BUYER AND SELLER;
(B)
BY EITHER BUYER OR SELLER IF THE CLOSING HAS NOT OCCURRED BY
11:59 P.M., JULY 31, 2008, UPON WRITTEN NOTICE BY SUCH TERMINATING PARTY,
PROVIDED THAT AT THE TIME SUCH NOTICE IS GIVEN A MATERIAL BREACH OF THIS
AGREEMENT BY SUCH TERMINATING PARTY SHALL NOT BE THE REASON FOR THE CLOSING'S
FAILURE TO OCCUR;
(C)
SUBJECT TO THE PROVISIONS OF SECTION 12.2, BY BUYER, BY WRITTEN
NOTICE TO SELLER, IF THERE HAS BEEN A MATERIAL VIOLATION OR BREACH OF ANY OF
SELLER'S COVENANTS OR AGREEMENTS MADE HEREIN OR IN CONNECTION HEREWITH OR IF ANY
REPRESENTATION OR WARRANTY OF SELLER MADE HEREIN OR IN CONNECTION HEREWITH
PROVES TO BE MATERIALLY INACCURATE OR MISLEADING WITH RESPECT TO SELLER; OR
(D)
SUBJECT TO THE PROVISIONS OF SECTION 12.2, BY SELLER, BY WRITTEN
NOTICE TO BUYER, IF THERE HAS BEEN A MATERIAL VIOLATION OR BREACH OF ANY OF
BUYER'S COVENANTS OR AGREEMENTS MADE HEREIN OR IN CONNECTION HEREWITH