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no toll milling or other agreements with third parties in conflict with <br />the subject matter hereof. <br />d. It is the record owner of the Mill properties. <br />e. It has not been notified by any federal, state or local govern- <br />ment authority that it is or may be in violation of any federal, state or ~ <br />local laws or regulations, and to the best of its knowledge and belief it <br />is not in violation of any federal, state or local laws or regulations. <br />f. COM. INC. assumes full and complete responsibility for any <br />and all obligations and liabilities of any and every nature whatsoever <br />pertaining to or arising from the breach or violation of any federal. <br />state or local law, rule or regulation (environmentally related or <br />otherwise, hereinafter collectively referred to as "Laws") that occurs or <br />arises from any action or other activities of COM, INC. during the term <br />hereof. <br />g. It shall protect, defend, indemnify and hold MI VIDA harm- <br />less from and against any and all actions, claims, demands, damages <br />and liabilities arising from or pertaining to a breach of COM. INC.'s <br />warranties, representations, covenants or obligations under this <br />Agreement. <br />h. It is not required to obtain shazeholder or any third party <br />consent to this Agreement. <br />24. Representations and Warranties by MI VIDA <br />MI VIDA warrants, represents and covenants that: <br />a. MI VIDA is a Utah corporation in good standing. <br />b. It is authorized and has the right to enter into this Agree- <br />ment and to carry out its duties and obligations and to execute the <br />instruments called for in this Agreement. MI VIDA shall obtain the <br />consent of its duly constituted Board of Directors to the approval and <br />execution of this Agreement. MI VIDA shall provide to COM, INC. a <br />copy of the written resolution of the Board, signed by the Boazd's <br />secretary, approving this Agreement, prior to the expiration of the 45- <br />day period provided for below. If such approval has not been obtained <br />within forty-five (45) days after the date of COM, INC.'s approval <br />pursuant to 23(b) above, this Agreement shall become null and void <br />without the necessity of further action. <br />18 <br />