Laserfiche WebLink
of such claims. To secure Seller's indemnity, Sellers will cause Yampa Valley Bank of Craig, <br /> Colorado,to issue an irrevocable Letter of Credit in the amount of$135,000 with Company as a <br /> beneficiary, payable to Company in the total amount of any judgment actually entered in such <br /> suit and against Company,and all costs and attorneys fees incurred. <br /> Sellers shall have an ongoing duty to provide periodic written reports regarding such <br /> litigation, including crucial dates, court orders, settlement negotiations, verdicts, releases, <br /> satisfactions, appeals or the like. Company will release such irrevocable Letter of Credit upon <br /> proof to the satisfaction of Company and Yampa Valley Bank that Company assets have been <br /> released from such liens, and that all Company liabilities related thereto have been satisfied, <br /> whether by settlement or satisfaction. <br /> 6. REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers jointly and <br /> severally represent and warrant as follows: <br /> 6.1 Status and Authority. The Company is a Company duly incorporated,validly existing and <br /> in good standing under the laws of the State of Colorado and has the requisite power and <br /> authority to own its assets and properties and to carry on its business as it is now being <br /> conducted. <br /> 6.2 Authodly to Execute Agreement. This Agreement has been duly authorized, executed <br /> and delivered by Seller and constitutes the legal, valid and binding obligation of Sellers, <br /> enforceable against each of them in accordance with its terms. <br /> 6.3 Agreement Not in Breach of Other Instruments. The execution and delivery of this <br /> Agreement, the consummation, of the transactions hereby contemplated, and the fulfillment of <br /> the terms hereof, will not result in the breach of any term or provision of,or constitute a default <br /> under, or conflict with, or cause the acceleration of any obligation under, any agreement or other <br /> instrument of any description to which any Seller is a party, or any judgment, decree, order or <br /> award of any court,governmental body or arbitrator, or any applicable law,rule or regulation. <br /> 6.4 Capital Stock. <br /> 6.4.1 Authorized Stock. The Company has authorized capital consisting of One <br /> Hundred Fifty Thousand (150,000) shares of Common Stock, which constitute all of the <br /> Company's authorized capital stock. <br /> 6.4.2. The Company Documents. A true, complete and accurate copy of The <br /> Company's Articles of Incorporation, as amended,is attached hereto as Schedule 6.4.2-1. <br /> SPA Anson TCV CIean 052814 4 <br />