|
(c) The execution and delivery of this Agreement by Seller and the performance such Persons as Purchaser(or either of them)shall designate to Seller such information as
<br /> by Sellerof all of its obligations undet this Agreement have been duly authorized and approved Purchaser or such Persons may at any time and from time to time reasonably request.Any
<br /> prior to the date of this Agreement by all requisite action of its members and managers,as the disclosure during such investigation shall not constitute an expansion of the
<br /> case may be. representations and warranties made by Seller to Put-chaser herein.
<br /> (d) This Agreement has been duly executed and delivered by Seller and (b) Seller shall cause the Company to conduct its business in the usual and
<br /> constitutes a legal,valid and binding agreement of Seller,enforceable against Seller in ordinary course consistent with prudent industry practice and to carry on all of its business
<br /> accordance with its terms(except to the extent that enforcement may be affected by laws operations in accordance with past practices,to operate the Company in accordance with
<br /> relating to bankruptcy, reorganization, insolvency and creditors' tights and by the the Company bylaws,other governing documents,contracts and applicable federal,state
<br /> availability of injunctive relief,specific performance and other equitable remedies). and local laws,rules and regulations,and to otherwise take all reasonable and appropriate
<br /> action necessary to maintain the Company in good standing in Colorado.
<br /> (e) Neither the execution and delivery of this Agreement by Seller,nor the
<br /> consummation by Seller ofthe transaction contemplated hereby will conflict with or result (c) Seller shall cause the Company to keep the Property free from
<br /> in a breach of any of the terms,conditions or provisions of any agreements,contracts or materialmens',mechan.ics or othet liens,security interests,mortgages,pledges,options,
<br /> obligations of Seller, or of any statute or regulation,or of any order, writ, injunction, easements orally other encumbrances arising by through or under the Company other than
<br /> judgment or decree of any court or governmental authority or of any arbitration award,to those which the Company disputes in good faith.
<br /> which Seller is a party or by which Seller is bound.
<br /> (d) Seller shall,at its own expense and not the Company's expense,cause the
<br /> (t) Except as otherwise set foith herein, no consent, authorization, order or Company to enter into an agreement with the holder of the Existing Lease pursuant to
<br /> approval of,or filing or registration with,any governmental authority or third party is which the Existing Lease is terminated on or before the Closing Date, such that the
<br /> required for the execution and delivery by Seller of this Agreement and the consummation Company retains no obligations under,and the Property is not burdened or affected by,
<br /> by Seller of the transaction contemplated hereby. the Existing Lease,
<br /> (g) Neither Purchaser nor any of its Affiliates(as herein defined)has dealt with (e) Seller shall maintain ownership ofthe Stock,shall keep the Stock free from
<br /> any Person(as herein defined)who is or may be entitled to a broker's commission,finder's security interests,pledges,options or other encumbrances,and shall cause the Company
<br /> fee,investment banker's fee or similar payment from Seller for arranging the transaction not to issue any common stock or other securities,pay any dividends or return capital or
<br /> contemplated hereby or introducing the patties to each other. otherwise transfer cash or any other asset to Seller,or transfer ownership of the Property
<br /> or any other asset.
<br /> (h) There is no suit, investigation,action or other proceeding pending or,to
<br /> Purchaser's knowledge, threatened before any court, arbitration tribunal, or judicial, M Seller shall not enter into and shall not cause or allow the Company to enter
<br /> governmental or administrative agency,against Purchaser which would materially restrict into any agreements which could,directly or indirectly,have a material adverse effect on
<br /> or limit the ability of such Purchaser to perform its obligations hereunder or which seeks either the Property or the Company,provided that Seller shall be permitted,immediately
<br /> to prevent the consummation of the transaction contemplated herein. prior to the Closing,to cause the Company to transfer to Seller any and all sums held in
<br /> the bank account identified in the Disclosure Schedule and the promissory notes identified
<br /> ARTICLE III in the Disclosure Schedule.
<br /> Conduct Prior to the Closina (g) Seller shall provide immediate notice to Purchaser in the event Seller has notice
<br /> of any event or circumstance,whether actual or pending,which Seller reasonably believes
<br /> 3.1 General,Seller and Purchaser shall have the rights and obligations with respect to the could have a material adverse effect on the Property of the Company or could otherwise
<br /> period between the date hereof and the Closing Date which are set forth in the remainder of this adversely effect the transactions contemplated hereunder
<br /> Article III.
<br /> (h) Seller shall not solicit,entertain or negotiate with respect to any offers for
<br /> 3.2 Seller Oblieatlons.The following are Seller obligations- any of the Stock or any of the properties or assets of the Company prior to the earlier to
<br /> occur of any termination of this Agreement or the Closing Date. Seller shall,promptly
<br /> (a) Seller shall and shall cause the Company to give to Purchaser's officers, upon receipt of any communication from any third party with respect to any proposed
<br /> employees,agents,attorneys,consultants,accountants and lenders reasonable access to acquisition of any stock or assets ofthe Company,advise Purchaser ofthe details thereof.
<br /> the Property and during normal business hours to all of the properties,books,contracts,
<br /> documents,records and personnel ofthe Company and shall furnish to Purchaser and
<br /> -13- -14-
<br /> Exhibit 2 Exhibit 2
<br /> Page 16 of 65 Page 17 of 65
<br />
|