Laserfiche WebLink
<br />0 <br />• <br />incurred by the Company as the result of a breach by Climax of <br />any of the foregoing representations or warranties. <br />11. Representations and Warranties of the Company and <br />Shareholders. (a) The Company hereby represents and warrants <br />to Climax that (and such representations and warranties shall <br />survive the Closing hereunder): <br />(1) The Company is a mutual ditch and <br />reservoir company duly organized and validly existing under the <br />laws of the State of Colorado, the Company has obtained all <br />consents and authorizations necessary to complete the <br />transactions contemplated herein, and when executed and <br />delivered, this Agreement will constitute a valid and binding <br />obligation of the Company; <br />(2) The Company acknowledges that the <br />Property is conveyed "as ism and that no representations or <br />warranties, either express or implied, regarding fitness for a <br />particular purpose, storage capacity or any other aspect of the <br />Reservoir have been made, except to the extent expressly <br />contained herein; <br />(3) The Company has not retained any <br />broker, agent or finder with regard to this transaction, and <br />has not agreed to pay any fees or commissions to any broker or <br />finder. The Company shall indemnify and hold Climax harmless <br />for any liabilities for brokers' or agents, fees or commissions <br />claimed by any party against the Company; <br />(4) The Company will operate and maintain <br />the Reservoir in good repair and condition after the date of <br />closing; and <br />(5) The Escrow Shares, when delivered to <br />the Escrow Agent, shall be validly issued and outstanding and <br />the issuance thereof as security for the Note shall not violate <br />any applicable federal or state regulation regarding <br />registration of securities. <br />(b) Each shareholder of the Company signing this <br />Agreement below represents and warrants that it has obtained <br />all consents and authorizations necessary to execute this <br />agreement for the limited purposes specified above such <br />signature, and when executed the Agreement shall be a valid and <br />binding obligation of the shareholder for the specified limited <br />purposes. <br />(c) The Company hereby agrees to defend and hold <br />Climax harmless from any loss, cost, liability or expense,