Nevada Gold under the laws of the State of Colorado has the legal power and authority to own, sell, convey and transfer the Property. The execution and delivery of, and the performance of all obligations under this Agreement by Nevada Gold, do not and shall not require any consent or approval of any person and do not and shall not result in a breach of, or constitute a default under, any indenture, loan or credit agreement, mortgage, deed of trust or other agreement to which Nevada Gold is a party or by which Nevada Gold or the Property may be bound. Nevada Gold is not a “foreign person” within the meaning of Section 1445, et seq ., of the Internal Revenue Code of 1986, as amended, or any regulations promulgated thereunder.