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payable, (2) mineral rights and claims to minerals that do not <br />materially adversely affect the value, condition or usefulness of <br />the property affected thereby, as such property is currently <br />being used by Seller and/or DMC, (3) water rights and claims to <br />water that do not materially adversely affect the value, <br />condition or usefulness of the property affected thereby, as such <br />property is currently being used by Seller and/or DMC, (4) <br />easements, rights of way, covenants, restrictions and <br />reservations (not arising out of or created in connection with <br />the borrowing of money, including the obtaining of advances, or <br />the payment of the deferred purchase price of property) that do <br />not materially adversely affect the value, condition or <br />usefulness of the property affected thereby, as such property is <br />currently being used by the Seller and/or DMC and (5j those items <br />listed on each Schedule B-2 of the preliminary title reports <br />prepared by Land Title Guaranty Company dated March 24, 1993 with <br />respect to the DMC Land (the "Permitted Encumbrances"). <br />3.6 Personal Proverty. Seller has good and <br />marketable title to all personal property being transferred <br />hereunder, free and clear of all mortgages, pledges, liens, <br />conditional sales agreements, leases or other encumbrances of any <br />kind or nature, except for Permitted Encumbrances or liens from <br />which the personal property will be sold free and clear pursuant <br />to the Plan and the Sale Order. <br />3.7 Other Consents. Except for the consents set <br />forth on Exhibit 3.3 hereto, no consent of any person is <br />necessary to the execution, delivery and performance of this <br />Agreement or the consummation of the Contemplated Transactions, <br />including, but not limited to, consents from parties to leases or <br />other agreements or commitments. <br />3.8 No Brokers or Finders. Neither the Seller or <br />DMC, nor any of the officers, directors or employees of either of <br />them, has employed any broker or finder or incurred any liability <br />for any brokerage or finder's fees or commissions or similar <br />payments in connection with. any of the contemplated transactions. <br />3.9. Overation of Businesses. The facilities and <br />Business of Seller and DMC at Englewood, Colorado have remained <br />in operation and have conducted business through and including <br />the date hereof in the ordinary course, and neither Seller nor <br />DMC have acquired, sold or disposed of any Assets, other than the <br />acquisition of raw materials and the sale of inventory in the <br />ordinary course of business. <br />3.10. Condition of the Assets. Sellers have kept <br />the Assets in good operating condition and repair and there has <br />been no material adverse change in their operating condition and <br />repair since they were last inspected by Buyer on May 19 and 20, <br />1993. <br />- 8 - <br />