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the authority of any Governmental Authority (collectively, "Law" or "Laws"). The present use of the
<br /> Assets in the Business does not violate any Law, and no Seller has received any notice or other
<br /> communication from any Governmental Authority regarding any actual or possible violation of, or failure
<br /> to comply with,any Law. Each Seller is solvent and is not entering into this Agreement or the Transactions
<br /> in any manner that would defraud creditors or constitute a fraudulent conveyance or fraudulent transfer
<br /> under any applicable Law. With respect to the Business, neither Seller is subject to any Law imposing
<br /> restrictions on the operations of the Business arising from or related to COVID-19, other than those Laws
<br /> of general applicability to businesses operating in the State of Colorado and in location of the Business.
<br /> SECTION 3.06. Financial Statements. Set forth on Schedule 3.06 are true and complete copies
<br /> of the following (collectively, the "Financial Statements"): (a) the financial statements of the Company
<br /> for the fiscal year ended December 31, 2020, including a balance sheet as at December 31, 2020 (the
<br /> "Balance Sheet" and such date, the "Balance Sheet Date"), (b) the related statements of income and of
<br /> changes in financial position for the fiscal year then ended; (c)the unaudited interim financial statements
<br /> of the Company for the 12-month period ended December,2021, including a balance sheet as at December
<br /> 31, 2021 (the "Interim Balance Sheet" and such date, the "Interim Balance Sheet Date"); and (d) the
<br /> related statements of income and of changes in financial position for the 12-month period then ended. The
<br /> Financial Statements, together with the notes thereto, (i) are correct and complete in all material respects
<br /> and have been prepared in accordance with the books and records of the Company; (ii)reflect and provide
<br /> adequate reserves in respect of all known material liabilities of the Company, including all known
<br /> contingent liabilities,as of their respective dates; and(iii)present truly and fairly the financial condition of
<br /> the Company at such date and the results of operations for the fiscal period then ended. Sellers keep books,
<br /> records, and accounts that, in reasonable detail, accurately and fairly reflect (A) the transactions and
<br /> dispositions of assets of the Company; and (B) all other transactions of the Company. There are no
<br /> liabilities or obligations of the Company of any kind whatsoever(absolute,accrued,contingent,determined,
<br /> determinable, or otherwise), whether known or unknown, except such liabilities or obligations(1)that are
<br /> fully reflected or provided for in the Interim Balance Sheet or(2)that have arisen in the ordinary course of
<br /> business, consistent with past practice, since the date of the Interim Balance Sheet and of a type reflected
<br /> or provided for in the Interim Balance Sheet. Neither Seller has established or maintained any asset,
<br /> liability, or other account or fund with respect to the Business not recorded in the books and records of the
<br /> Company.
<br /> SECTION 3.07. Assets.
<br /> (a) Sellers own and possess all right, title, and interest in, under, and to, the Assets. At the
<br /> Closing,the Assets shall be completely and validly transferred and conveyed to,and vested in, Buyer, free
<br /> and clear of all Encumbrances, other than the Encumbrances set forth on Schedule 3.07(a) ("Permitted
<br /> Encumbrances").
<br /> (b) No Beneficiary or third party,including any former member,officer,manager,or employee
<br /> of any Seller or former owner of any Assets, has a basis for any claim against the Assets or Buyer with
<br /> respect to them or the Transactions. Sellers have paid in full for all of the Assets. The Assets(i)constitute
<br /> all of the assets used,or held for use, in the Business and(ii)are sufficient for the continued conduct of the
<br /> Business by Buyer after the Closing,consistent with past practices and as presently planned to be conducted
<br /> by Sellers, with no catch-up capital investment required. The Assets are free from material defect, well-
<br /> maintained, in normal operating condition, and appropriate for their intended use with no catch-up capital
<br /> investment required. The Business is conducted solely through,and with Assets solely owned by, Sellers.
<br /> SECTION 3.08. Real Property. The Owned Real Property constitutes all of the real property
<br /> that is used, or held for use, in the Business. The Company owns good and marketable, indefeasible, fee
<br /> simple title to each parcel of Owned Real Property free and clear of all Encumbrances,except for Permitted
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