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• <br />• <br />• <br />7/19/04 09:56 FAX 720 528 4' <br />ii. The persons executing this Agreement on behalf of Calais are its president. Calais has <br />authorized its president to sign this Agreement on its behalf, and has further authorized <br />such officer to deliver this Agreement to each of the Harvey Parties and intends to be <br />bound by this Agreement in accordance with its terms. <br />iii. To the extent that Calais has stated any fact in this Agreement, Calais (acting through <br />and based on the knowledge of its president) believes such fact to be true and correct in <br />all material respects. <br />b. The Harvey Parties. Each of the Harvey Parties represents and warrants to Calais <br />(understanding that Calais will be relying on the accuracy and completeness of the <br />representations and warranties in its determination to enter into this Agreement to resolve <br />the Disputes as set forth herein): <br />i. Each of the Harvey Parties that is a corporation, is a corporation in good standing under <br />the laws of its jurisdiction of organization and is qualified to conduct business in the <br />states or provinces where the conduct of its business so requires. <br />ii. The persons executing this Agreement on behalf of each of the Harvey Parties that is a <br />corporation are its duly constituted officers as named on the signature page hereof. <br />Each of the Harvey Parties that is a corporation has authorized such officers to sign this <br />Agreement on its behalf, and has further authorized such officers to deliver this <br />Agreement to Calais and intends to be bound by this Agreement in accordance with its <br />terms. <br />iii. To the extent that this Agreement states or sets out any matters of fact with respect to <br />the rights, interests, claims or obligations of the Harvey Parties, such statements of fact <br />are true and correct in all material respects and any such statements of fact do not omit <br />to state a fact that ought reasonably to be stated or that is necessary to make the <br />statement not misleading in light of the circumstances in which it was made. <br />4. Mutual Releases. <br />a. Calais Release. <br />RECUS DTC <br />Upon its receipt of a fully executed and notarized copy of this Agreement, Calais, <br />for itself, its administrators, officers, directors, shareholders, agents, <br />representatives, successors, and assigns, family members and related entities (the <br />"Calais Releasors "), shall and hereby does release, acquit, and forever discharge <br />the Harvey Parties and each of them, their affiliates, heirs, successors, officers, <br />directors, shareholders, and assigns, family members and related entities (the <br />"Harvey Releasces "), of and from any and all obligations or liability which he <br />now has, has had, or may have, and from all claims, demands, liens, actions, <br />administrative proceedings, and causes of action, and from all damages, injuries, <br />losses, contributions, indemnities, compensation, costs, attorney's fees and <br />ou . <br />11 <br />