REV04093

• Permit No: C1981038
• IBM Index Class Name: Revision
• Doc Date: 3/20/1995
• Doc Name: STOCK PURCHASE AGREEMENT
• Type & Sequence: TR26
• Media Type: D
• Archive: No

Seller represents and warrants to Buyer, as of the date of
this Agreement and as of Closing, as follows:
Section 5.1 Authority. Seller has all requisite power
and authority to execute, deliver and perform this Agreement.
This Agreement has been duly and validly executed and delivered
by Seller, and is the valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms.
Section 5.2 Ownership of Shares. Seller is the owner of
the Shares,. beneficially and of record, free and clear of all
Liens. Upon delivery to Buyer of the certificates for the Shares
pursuant to this Agreement for the consideration provided herein,
Buyer will be vested with full right and title to the Shares and
all incidents of ownership thereof, free and clear of all Liens.
The Shares are not subject to, or bound or affected by, any
proxies, voting agreements, or other restrictions on the
incidents of ownership thereof.
Section 5.3 Organization and Qualification of the
Company. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the state of
Colorado, and has all requisite corporate power and authority to
own and lease the properties and assets it currently owns and
leases and to conduct its activities as currently conducted.
Seller has delivered to Buyer true and correct copies of the
articles of incorporation and bylaws of the Company.
Section 5.4 No Subsidiaries. The~Company does not
control or hold direct or indirect equity interests in, or hold
rights to control or acquire direct or indirect equity interests
in, any corporate Person.
Section 5.5 Capitalization of the Company. The
authorized capital stock of the Company consists solely of
100 shares of common stock $0.01 per share par value. Except for
the Shares, there are no shares of capital stock of the Company
issued or outstanding. The Shares have been duly authorized and
are validly issued and outstanding, fully paid and nonassessable.
There are no authorized or outstanding subscriptions, options,
convertible securities, warrants, calls or other rights of any
kind issued or granted by, or binding upon, Seller or the Company
to purchase or otherwise acquire any security of or equity
interest in the Company.
Section 5.6 No Conflicts; Required Consents. The
execution, delivery and performance by Seller of this Agreement
do not and will not: (i) conflict with or violate any provision
of the articles of incorporation or bylaws of the Company;
(ii) violate any provision of any Legal Requirements;
(iii) conflict with, violate, result in a breach of, constitute a
default under (without regard to requirements of notice, lapse of
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