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6.9 No Registration. The Company has not registered any securities or transaction under the <br /> 1933 Act or the securities laws of any state. <br /> 6.10 Governmental Authorizations. No approval or authorization of, or registration or <br /> qualification with any state regulatory body or federal, state or municipal governmental authority <br /> in the United States or in any foreign country is required in connection with the execution, <br /> delivery or performance by the Sellers of this Agreement or the consummation of the <br /> transactions contemplated hereby. <br /> 6.11 Required Approvals. No approval or consent of or from the holder of any security or of <br /> any indebtedness of the Company is required by law, by the Articles of Incorporation or Bylaws <br /> of the Company, or by any indenture, agreement or other instrument to which the Company is a <br /> party or otherwise bound or to which its assets is subject or by any indebtedness of the Company, <br /> in connection with the purchase and sale of the Shares pursuant to this Agreement and the <br /> performance by Sellers of their obligations under this Agreement. <br /> 6.12 Books and Records. Company has not operated the mine since calendar year 2009 and, <br /> therefore, Company cannot provide books, financial records and financial statements that give a <br /> true and accurate picture of mining income or expenses. Purchasers are buying the shares of <br /> stock of Company based upon the strength of the power plant and materials contract [see Section <br /> 11.1.1 below] and not upon any representation of Sellers, financial or otherwise. To the <br /> knowledge of Sellers, all of the Corporation's books, records and financial statements (including <br /> all notes and schedules contained therein or attached thereto), which have been provided to <br /> Purchasers through and including , are true, complete and accurate as of <br /> the effective date thereof, have been prepared in accordance with generally accepted accounting <br /> principles, consistently applied, and fairly present the Corporation's assets, liabilities, financial <br /> status, results of operations and cash flows of the Corporation as of the dates and for the periods <br /> identified therein. <br /> 6.13 No Dividends. There exists no declared, but unpaid, dividend or other distribution in <br /> respect to the Company's capital stock. Should any exist, Sellers assign all rights to any and all <br /> such declared and unpaid dividends and distributions to Purchasers and waive all rights and <br /> claims to such dividends and distributions. <br /> 6.14 Compliance With Laws and Orders. To Sellers' knowledge, the Company (including <br /> each and all of its operations, practices, properties and assets) is in compliance in all material <br /> SPA Anson TCV Clean 052814 6 <br />