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03/151.2005 09:5B 20946711'9 AGE STOCKTON PAGE 06/12 ! <br /> i <br /> (a) P, e�!ter.. sellers hive the legal power, right, <br /> and authority to enter into this Agreament, abed the <br /> instruments referenced in this Agreement, and to conaummate <br /> the transactions contemplated in" this Agreement, <br /> (b) Re2uiext"ction. ' All requisite action <br /> (corporate, t l'U at, partnership,: or othe'rwisa) hag been <br /> taken by sellors in conneket,ion with their entering into <br /> this Agreemenl:, axed the inatr=eutaa referenced in this <br /> Agreement, asci the conaussimation of the transactions <br /> contemplated by this Agreement. <br /> (a) Vali di.tyy+ This Agreement and all documents <br /> required herLsby to be executed by Sellers are, and shall <br /> be, valid, legally-binding obligation,* of, and enforceable <br /> against, Sellors in accordance with their terma. <br /> (d) Anthority. The individuals executing this I <br /> Agreement, azd the instruments referenced in this <br /> Agreement, on behalf of Sellers have the legal power, <br /> right, and ac.,tua.l authority to .bind Sellers to the terms <br /> and condi,tio:n,s of thio Agreement. <br /> Z1. BuY_ 'g sae Cie ati WarKgpLtUqj re i <br /> Authqx,,itv _!gntraa , grayer hereby represents and <br /> wawa-ate to Sellers that the following are true and <br /> correet: <br /> (a) Pvsopr. Buyer has. the legal power, right, and <br /> authority to enter into this Agreement, and the instruments <br /> referenced La this Agreement, and to consummate the <br /> transactiona contemplated in this Agreement, <br /> E. <br /> (b) 'Requisite- ti oa. ;.All requisite action, <br /> (corporate, trust, partnership. or Otherwise) has beer <br /> taken by Buyer in c0E=ect£en with its entering into this <br /> Agreement, &ad the instrumants referenced in this <br /> Agreement, and the consummation of the transactions <br /> cont&mplat:ed by this Agreement. <br /> Cc) <br /> 24115!1— Thio Agree= ut and all documents <br /> required hereby to be executed by Buyer are, and shall be, <br /> valid, legally-binding obligation's of, and enforcaable <br /> againgt:, Buyer ire, accordance with their terms. <br /> 12 . P�c+iCttigna. All property takes and other chargee <br /> levied or asenseed against the property shall he prorated <br /> -4- <br /> bD d b£DI E1 E 60 I 'ON M NO,LER NVAI'I'8 N311M IU 91:60 Nog O0Q8-bi-NVW <br />