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provision. Purchaser shall provide with its quarterly payment a brief summary of <br /> sales figures by type of material or inventory,quantity, and price. <br /> 4. Revresentations and Warranties oPWOW and Wilcox. WOW and Wilcox make the <br /> following representations and warranties: <br /> a. Wilcox is the sole and only owner of GAR. GAR,WOW and Gunnison <br /> Gravel and Earthmoving, LLC,a Colorado limited liability company <br /> ("GG&E")have certain loans outstanding as of the time of this agreement <br /> being approximately$1 S 1,000.00,which will be paid off or otherwise <br /> removed contemporaneously with closing this transaction. The interests of <br /> Wilcox in GAR is not subject to any charging order or other right of any other <br /> creditor. Wilcox can transfer their membership interests in GAR without <br /> encumbrance. There is no right of first refusal to purchase GAR or its assets. <br /> GAR does not have any outstanding contracts other than those to provide <br /> materials in the ordinary course of business and at the scheduled rates. GAR <br /> does not have any creditors. Wilcox does not know of any claims or causes of <br /> action that may exist against GAR and to the best of Wilcox's knowledge <br /> GAR does not have any liabilities outstanding other than for the fulfillment of <br /> contracts in the ordinary course of business and to pay all applicable taxes <br /> relating to its business operations. Notwithstanding the foregoing, GAR is <br /> required to comply with the Permits,which do give rise to a number of <br /> liabilities and obligations for GAR. To the best of Wilcox's knowledge,GAR <br /> is not in violation or breach of any Permit and the Permits are valid and fully <br /> enforceable.As provided below, there are certain letters of credit backed by <br /> certificates of deposit or bonds. <br /> b. WOW is the sole and only owner of the Equipment subject,however,to an <br /> existing loan to the business,which will be paid at closing. The Equipment is <br /> not subject to any writ of execution or other claim by any creditor. WOW has <br /> the full right,power and authority to transfer the Equipment to Purchaser free <br /> and clear of any creditors or claims of third parties after payment of its loan. <br /> 5. Letters of Credit Backed by Cert icates ofDeposit. WOW, GG&E,and GAR all <br /> have certain letters of credit to the government to ensure performance of their <br /> obligations with respect to the pits covered by the Permits. These letters of credit are <br /> backed by certificates of deposit or bonds that are owned by Wilcox and are not <br /> conveyed or transferred to Purchaser as part of this transaction. Wilcox will keep <br /> these certificates of deposit,bonds and letters of credit in place for thirty days after <br /> the closing of this transaction to allow Purchaser time to replace the same with <br /> Purchaser's own instruments. Purchaser agrees to indemnify and hold Wilcox <br /> harmless of any losses, costs, expenses,fees,damages,and claims incurred or <br /> resulting from these letters of credit,bonds or certificates being called upon or used <br /> after the date of this Agreement. <br /> Page 3 of 8 <br />