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extent not waived by Seller in writing,have been so performed(or,if any such covenant ARTICLE VI <br /> has not been so performed,indicating that such covenant has not been performed),and <br /> that all documents to be executed and delivered by Purchaser at the Closing have been Effect of Termination/Proceeding <br /> executed by duly authorized officers on behalf of Purchaser;and <br /> 6.1 General,The parties shall have the rights and remedies with respect to the termination <br /> (d) Without limitation by the specific enumeration of the foregoing, all other and/or enforcement of this Agreement which are set forth in this Article. <br /> documents reasonably required from Purchaser to consummate the transaction <br /> contemplated hereby 6.2 Riehl to Terminate. Anything to the contrary herein notwithstanding,this Agreement and <br /> the transaction contemplated hereby may be terminated(Q by Purchaser at any time prior to the <br /> 4.3 Seller's Deliveries.Seller shall execute or deliver to Purchaser all of the following: Closing,(H)by mutual written consent of Purchaser and Seller;or(III)by either Purchaser or <br /> Seller upon written notice to the other if there shall be in effect a final,non-appealable order of a <br /> (a) A certificate of good standing of the Company issued not earlier than two court or government administrative agency of competent jurisdiction permanently prohibiting <br /> (2)days prior to the Closing Date by the Secretary of State of Colorado; completion of the transactions contemplated by this Agreement.Notwithstanding the previous <br /> sentence,the payment set forth in Section 1.2(a),and the payment set forth In Section 1.2(b)ifit is <br /> (b) Duly endorsed stock certificates for the Stock as described in Section 1.3; made,shall be non-refundable to Purchaser. <br /> (c) A written acknowledgement of Sellers receipt of the ClosingAmount; 6.3 Certain Effects of Termination.In the event of the termination of this Agr cement by either <br /> Seller or Purchaser prior to the Closing Date: <br /> (d) A closing certificate duly executed by an authorized representative of Seller <br /> pursuant to which Seller confirms to Purchaser that Seller representations and warranties (a) In the event of termination of this Agreement pursuant to Section 6.2,this <br /> to Purchaser are true and correct as of the Closing Date as if then originally made(or if Agreement,except for the provisions of Sections 6.3 (b)and(c),shall become void and <br /> any such representation or warranty is untrue in any respect,specifying the respect in shall be of no fuliher effect,without any liability on the part of any party hereto or its <br /> which the same is untrue),that all covenants required by the terms hereof to be performed managers or members. <br /> by Seller or Company on or before the Closing Date,to the extent not waived by Purchaser (b) Each party hereto will promptly return or destroy every document <br /> in writing,have been so performed(or if any such covenant has not been so performed, furnished to them by the other party(or any subsidiary,division,associate or Affiliate of <br /> indicating that such covenant has not been performed), and that all documents to be such other party) in connection with the transaction contemplated hereby,whether so <br /> executed and delivered by Seller or the Company at the Closing have been executed by obtained before or after the execution of this Agreement,and any copies thereof(except <br /> duly authorized officers of Seller or the Company(as the case may be); for copies of documents publicly available)which may have been made,and will use their <br /> commercially reasonable efforts to cause its representatives and any representatives of <br /> (e) Without limitation by the specific enumeration of the foregoing,all other financial institutions and investors and others to whom such documents were furnished <br /> documents reasonably required from Seller to consummate the transaction contemplated promptly to return such documents and any copies thereof any of them may have made; <br /> hereby. and <br /> ARTICLE V (c) all information received by any party hereto with respect to the business of <br /> the other party hereto or their respective subsidiaries,divisions,Affiliates or associates <br /> Post-Closing Agreements (other than information which is a matter of public knowledge or which has heretofore <br /> been or is hereafter publicly published in any publication for public distribution or filed as <br /> 5.1 Post-Closing Agreements.From and after the Closing,the parties shall have the respective public information with any governmental authority)shall not,unless otherwise required <br /> rights and obligations which are set forth in the remainder of this Article, by applicable law,at any time be used for the advantage of,of disclosed to third parties <br /> by,such party for any reason whatsoever. <br /> 5.2 Insoection of Records, Purchaser and tiny affiliates, successors and assigns,shall each <br /> retain and make their respective books and records with respect to the Company available for <br /> inspection by Seller,or by its duly authorized representatives,for reasonable business purposes at <br /> all reasonable times during normal business hours,until such times as all amounts that may become <br /> due under the Production Payments are paid in full.Such tight of inspection includes the right to <br /> make extracts or copies. <br /> -17- 18- <br /> Exhibit 2 Exhibit 2 <br /> Page 20 of 65 Page 21 of 65 <br />