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of Colorado and is qualified to do business in the state of <br />Colorado; (b) Rimrock is duly authorized to enter into this <br />Agreement and to consummate the transactions contemplated hereby; <br />(c) all terms and conditions of this Agreement are valid and <br />binding on Rimrock; (d) Davis and Waters have each been duly <br />authorized to bind Rimrock to this Agreement; (e) the execution and <br />delivery of this Agreement and the performance of this Agreement by <br />Rimrock, Davis and Waters will not violate any provision of the <br />Articles or Bylaws of Rimrock or any other agreement to which <br />Rimrock, Davis or Waters is a party or any existing law, judgment, <br />order or decree applicable to Rimrock, Davis or Waters or any of <br />its, her or his property; (f) there are no actions, suits, claims <br />or other proceedings pending, or, to the best of Davis's, Waters's <br />or Rimrock's knowledge, contemplated or threatened against Rimrock, <br />Davis or Waters that could affect Rimrock's, Davis's or Waters's <br />ability to perform its, her or his obligations as required under <br />the terms of this Agreement; (g) Rimrock owns the Property; and (h) <br />Davis owns the Crusher. <br />17. Representations and Warranties by Landmark. Landmark <br />expressly represents and warrants to Rimrock, Davis, Waters and <br />Fishers that (a) Landmark is duly organized, validly existing and <br />in good standing under the laws_of the state of Colorado and is <br />qualified to do business in the state of Colorado; (b) Landmark is <br />duly authorized to enter into this Agreement and to consummate the <br />transactions contemplated hereby; (c) all terms and conditions of <br />this Agreement are valid and binding on Landmark; (d) Richard L. <br />Randall has been duly authorized to bind Landmark to this <br />Agreement; (e) the execution and delivery of this Agreement and the <br />performance of this Agreement by Richard L. Randall will not <br />violate any provision of the Articles or Bylaws of Landmark or any <br />other agreement to which Landmark is a party or any existing law, <br />judgment, order or decree applicable to Landmark or any of its <br />property; and (f) there are no actions, suits, claims or other <br />proceedings pending, or, to the best of Richard L. Randall's or <br />Landmark's knowledge, contemplated.or threatened against Landmark <br />that could affect La^~~*~rk's ability to perform its obligations as <br />required under the terms of this Agreement. <br />~~ <br />18. Representations and Warranties by Fishers. Fishers <br />expr y represents and warrants to Rimrock, Davis, Waters, and ~ <br />Landmark that (a) Fishers is duly organized, validly existing and <br />in good standing under the laws of the state of Colorado and is <br />qualified to do business in the state of Colorado; (b) Fishers is <br />duly authorized to enter into this Agreement and to consummate the <br />transactions contemplated hereby; (c) all terms and conditions of <br />this Agreement are valid and binding on Fishers; (d) Ken Dochter <br />has been duly authorized to bind Fishers to this Agreement; (e) the <br />execution and delivery of this Agreement and the performance of <br />this Agreement by Ken Dochter will not violate any provision of the <br />Articles or Bylaws of Fishers or any other agreement to which <br />Fishers is a party or any existing law, judgment, order or decree <br />-6- <br />