|
arbitrator to which Seller or the Company is a party or by which Seller or the Company is Property.To the Company's Knowledge,(i)each of the r ights of way and easements is in
<br /> bound, good standing,valid and in full force and effect in accordance with its respective terms,
<br /> (H)there is not,under any of the rights of way or easements,any existing material default
<br /> (t) Seller has taken and caused the Company to take, all limited liability or event which with notice or lapse of time or both would constitute a material default of
<br /> company and corporate actions necessary, either under applicable law, or the the Company,(iii)no material default exists by any third party under the rights of way and
<br /> organizational or governing documents of Seller and the Company,to authorize the sale easements and (iv) no event has occurred that is reasonably likely to result in the
<br /> and transfer of the Stock to Purchaser,on the terms herein contained. revocation or withdrawal of any of the rights of way or easements.
<br /> (g) The Company's books,accounts and recut ds are,and have been,maintained (k) The Disclosure Schedule identifies all water rights owned by the Company,
<br /> in the Company's usual,regular and ordinary main er,in accordance with the Company's to the Company's Knowledge.The Company has indefeasible title to such water rights and
<br /> past customary standard business practices,and all transactions to which the Company is the water rights ate free and clear of all liens,encumbrances and defects.The water rights
<br /> or has been a party are properly reflected therein.Seller shall make all of the Company's have not been severed from the land or transferred,mortgaged,pledged or hypothecated
<br /> books, accounts and records in Seller's possession available to Purchaser promptly to any third party,ate not the subject of any contract that would interfere with the transfer
<br /> following the date this Agreement is executed.Seller shall assemble financial statements or use of the water rights by the Company.There are no legal proceedings pending or
<br /> for the Company and provide copies to Purchaser within 60 days following the date this threatened in writing against the Company affecting any portion of the water rights,at law
<br /> Agreement isexecuted. or in equity,or before or by any governmental authority,and the Company has received
<br /> no notice of violation of law pertaining to the water rights.There ate no condemnation,
<br /> (h) The Company has no outstanding sales of products or assets,whether on environmental, zoning or other land use regulatory proceedings, either instituted or
<br /> consignment,approval,return or guaranteed. planned to be instituted,which would have a material detrimental effect on the use and
<br /> operation of the water rights by the Company.
<br /> (i) The Disclostue Schedule contains a complete list ofall equipment and other (1) The Company currently has no,and to Company's Knowledge has not in
<br /> personal property owned or leased by the Company. All of the equipment and other the past had,any affiliates(other than Seller and the individuals listed in Section 2.1),
<br /> personal property owned or leased by the Company is located on the Property.Other than subsidiaries or interests in real properties other than the Property.
<br /> as disclosed in the Disclosure Schedule, the Company owns indefeasible title to its
<br /> equipment and other personal property. (m) The authorized capital of the Company consists of 200,000 shares of
<br /> d and marketable title to all of its assets,free and clear common stock,of which 1,000 shares are issued and outstanding,and the Seller is the sole
<br /> (i) The Company p Y has good record and beneficial owner of the Company common stock.No Company common stock
<br /> of any liens,claims,encumbrances and security interests,except for the following liens that is held in treasury.The Stock is duly and validly authorized,fully paid and nonassessable.
<br /> are described on the Disclosure Schedule("Permitted Liens"): (i)statutory liens for Taxes The Stock is not subject to and was not issued in violation of any preemptive rights or
<br /> (as herein defined)not yet due and payable or being contested in good faith which have issued in violation of the securities laws of the Untied States.Seller and Company are not
<br /> been properly reserved for on the Interim Financial Statements; (ii) statutory liens of parties to and there are no restrictions on transfer of the Stock including,but not limited
<br /> landlords, liens of carriers,warehousemen, mechanics and materialmen and other liens to, agreements, arrangements, equities, security interests, taxes, trusts (voting or
<br /> imposed by applicable law incurred in the ordinary course of business for sums not yet due otherwise),claims,demands,subscriptions,options,warrants,puts,calls or other rights
<br /> and payable or being contested in good faith which have been properly reserved for on the (including conversion or preemptive rights or rights of first refusal), exchangeable or
<br /> Interim Financial Statements;(iii)liens incurted or deposits made in the ordinary course of convertible securities or commitments of any nature relating to the share capital or other
<br /> business in comIection with workers'compensation,unemployment insurance and other securities or ownership interests in the Company(including any phantom shares,phantom
<br /> types of social security or to secure the performance offenders,statutory obligations,surety equity interests,stock or equity appreciation rights or similar rights)or to the issuance,
<br /> and appeal bonds,bids,leases,goverl I I I lent contracts,performance and return of money sale,purchase or redemption of any shares of capital stock of the Compa 1 i y,proxies,
<br /> bonds and similat obligations,in each case in the ordinary course of business,consistent voting agreements,voting arrangements or commitments of any character with respect to
<br /> with past practice;(iv)easements,rights-of-way,and other similar restrictions of record any such Stock or to any arrangement or agreement obligating the Company,at any time
<br /> on real property listed in the Disclosure Schedule,in each case which do not materially or upon the happening of any event,to issue,transfer,deliver,sell,repurchase,redeem or
<br /> interfere with the ordinary conduct of business of the Company;(v)that certain Mining otherwise acquire,or cause to be issued,transferred,delivered,sold,repurchased redeemed
<br /> Lease dated June 25,2007,by and between the Company and The Mining Company,Inc., or otherwise acquired,any of its share capital or any phantom shares, phantom equity
<br /> a Colorado corporation(the"Existing Lease")and(vi)liens other Wise disclosed herein, interests,stock or equity appreciation rights or similar rights or other ownership interest of
<br /> The Company has provided to Purchaser trne,correct and complete copies of the Existing the Company or obligating the Company to
<br /> Lease.The Disclosure Schedule sets forth a list of rights of way, easements and other
<br /> agreements that affect the
<br /> _7- -8-
<br /> Exhibit 2 Exhibit 2
<br /> Page 10 of 65 Page 11 of 65
<br />
|