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<br />requirements agreement; or (ii) anv loan, indenture, mortgage, deed of trust, lease,
<br />joint venture agreement, partnership agreement, or factoring agreement. Alkali is a
<br />corporation duly organized, validly existing, and in good standing under the laws of
<br />the State of Colorado, has all necessary powers to assign the Preference Right Leases
<br />and Alkali is duly qualified to do business and is in good standing in all
<br />jurisdictions in which the nature of Alkali s obligations pursuant to this
<br />Assignment make such qualification necessary.
<br />Alkali and the Joint Venture have complied with and are not in
<br />violation of any applicable federal, state or local statutes, laws or regulations
<br />(including without limitation any applicable building, zoning or other law,
<br />ordinance or regulation) affecting the properties of the joint Venture.
<br />Alkali and the Joint Venture have not used or buried underground
<br />Hazardous .Materials on. from, or affecting the properties of the Joint Venture in any
<br />manner which violates federal, state, or local laws, ordinances, rules, regulations, or
<br />polities governing the use, storage, treatment, transportation, manufacture,
<br />refinement, handling, production, or disposal of Hazardous Materials, and, to the
<br />best of Alkali's and the Joint Venture's knowledge, no prior tenant, subtenant,
<br />occupant, prior subtenant or prior occupant has used Hazardous Materials on, from,
<br />or affecting the properties of the Joint Venture in anv manner which violates
<br />Federal, state, or local laws, ordinances, rules, regulations, or policies governing the
<br />use, storage, treatment, transportation, manufacture. refinement, handling,
<br />production, or disposal of Hazardous Materials. Alkali and the Joint Venture have
<br />never received any notice of any violations of federal, state, or local laws,
<br />ordinances, rules. regulations, or policies governing the use, storage, treatment,
<br />transportation, manufacture, handling, production, or disposal of Hazardous
<br />Materials, and, to the best of Alkali's and the ioinr Venture's knowledge, there have
<br />been no actions commenced or threatened by anv party for non-compliance
<br />therewith.
<br />All of the representations and warranties made by Alkali in that certain
<br />Limited Liability Partnership Agreement of American Soda, LLP dated October 1,
<br />1996 were true and correct when made and are true and correct as of the date of this
<br />Assignment.
<br />~. Representations of Soda. Soda represents, as of the date of this
<br />Assignment, as follows: Soda is a limited liability partnership duly organized,
<br />validly existing, and in good standing under the laws of the State of Colorado, has
<br />all necessary powers to accept an assignment of the Preference Right Leases and Soda
<br />is duly qualified to do business and is in good standing in all jurisdictions in which
<br />the nature of Soda's obligations pursuant to this Assignment make such
<br />qualification necessary.
<br />6. Complete Agreement. This Assignment (a) constitutes the entire
<br />agreement and supersedes all other prior and contemporaneous agreements and
<br />
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