2011-03-14_REVISION - M1977493 ‎(47)‎

• Permit No: M1977493
• IBM Index Class Name: REVISION
• Doc Date: 3/14/2011
• Doc Name: Exhibit List, Exs. 34 to 38
• From: Climax
• To: MLRB
• Type & Sequence: AM6
• Media Type: D
• Archive: No

CMC001150
incurred by the Company as the result of a breach by Climax of
any of the foregoing representations or warranties.
11. Representations and Warranties of the Company and
Shareholders. (a) The Company hereby represents and warrants
to Climax that (and such representations and warranties shall
survive the Closing hereunder):
(1) The Company is a mutual ditch and
reservoir company duly organized and validly existing under the
laws of the State of Colorado, the Company has obtained all
consents and authorizations necessary to complete the
transactions contemplated herein, and when executed and
delivered, this Agreement will constitute a valid and binding
obligation of the Company;
(2) The Company acknowledges that the
Property is conveyed."as is" and that no representations or
warranties, either express or implied, regarding fitness for a
particular purpose, storage capacity or any other aspect of the
Reservoir have been made, except to the extent expressly
contained herein;
(3) The Company has not retained any
broker', agent or finder with regard to this transaction, and
has not agreed to pay any fees or commissions to any broker or
finder. The Company shall indemnify and hold Climax harmless
for any liabilities for brokers' or agents' fees or commissions
claimed by any party against the Company;
(4) The Company will operate and maintain
)the Reservoir in good repair and condition after the date of
Closing; and
(5) The Escrow Shares, when delivered to
the Escrow Agent, shall be validly issued and outstanding and
the issuance thereof as security for the Note shall not violate
any applicable federal or state regulation regarding
registration of securities:
(b) Each shareholder of the Company signing this
Agreement below represents and warrants that it has obtained
all consents and authorizations necessary to execute this.
agreement for the limited purposes specified above such
signature, and when executed the Agreement shall be a valid and
binding obligation of the shareholder for the specified limited
purposes.
(c) The Company hereby agrees to defend and hold
Climax harmless from any loss, cost, liability or expense,
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