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1 <br />' 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 />' went 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 shareholder 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 Board'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 />,~ <br />' <br /> 18 <br /> <br />