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<br /> <br />Governmental Authorities. in the event Buyer, in its sole <br />discretion exercised in good faith, is satisfied that the <br />violations have been satisfactorily abated or resolved and that <br />neither Seller is linked to any violations in the AVS records, <br />Buyer shall so notify Seller, and Seller shall have the right to <br />repurchase the Shares from Buyer for $100.00 upon execution of a <br />stock purchase agreement containing terms and conditions <br />substantially similar to those set forth herein. Buyer and <br />Seller expressly acknowledge that from and after Closing until <br />receipt of the notice from Buyer provided in this Section 3.2, <br />Seller shall have no rights to or with respect to the Shares, the <br />Company or its assets. <br />ARTICLE 4 <br />Closino <br />Section 4.1 Date and Place. The closing of the <br />transactions contemplated by this Agreement ("Closing") shall <br />take place at 10:00 a.m. MST on March 31, 1995, at the offices of <br />Holland & Hart, Suite 2900, 555-17th Street, Denver, Colorado <br />80202. <br />Section 4.2 Actions by Seller. At Closing, Seller shall <br />deliver, or cause to be delivered, to Buyer the following: <br />(i) the certificates representing the Shares, <br />duly endorsed in blank or with separate stock powers endorsed in <br />blank, and with all requisite stock transfer stamps attached; and <br />(ii) copies of the written resignations of such of <br />the officers and directors of the Company as Buyer shall have <br />requested by notice to Seller not later than one day prior to <br />Closing. <br />Section 4.3 Actions by Buver. At Closing, Buyer shall <br />deliver, or cause to be delivered, to Seller the Purchase Price <br />by check. <br />Section 4.4 Further Assurances. At or after Closing, <br />Seller, at the request of Buyer, shall promptly execute and <br />deliver, or cause to be executed and delivered, to Buyer all such <br />documents and instruments, in addition to those otherwise <br />required by this Agreement, in form and substance satisfactory to <br />Buyer, as Buyer reasonably may request in order to carry out or <br />evidence the terms of this Agreement. <br />ARTICLE 5 <br />Representations and Warranties of Seller <br />5 <br />