Laserfiche WebLink
A <br />M a9ldl- or-5 KEGS jV�0 <br />OCT 2 2 2013 <br />aV1'81mo� <br />ASSIGNMENT AND ASSUMPTION AGREEMENT AHD��S. <br />THIS ASSIf.NMENT AND ASSUMPTION AGREEMENT ( "Assignment ") is made and entered into <br />as of the % day of October, 2013, by and between GSLBRUSH LLC, an Illinois limited <br />liability company ( "Permittee" or "Assignor "), and 120 85 LLC, a Colorado limited liability <br />company ( "Successor" or "Assignee "). Permittee and Successor may be referred to herein <br />collectively as the "Parties" and the term "Party" refers to any of the Parties. <br />RECITALS <br />A. Permittee and Successor are parties to that certain Lease and Option to Purchase dated <br />July 26, 3012, as amended by that the First Amendment to Lease and Option to Purchase of <br />even date herewith (collectively, the "Lease "), pursuant to which Successor, as Tenant under <br />the Lease, intends to file an application (the "Application ") with the Division of Reclamation <br />and Mining Safety (the "Division ") to transfer that certain Permit No. M- 2001 -085, as <br />amended by Approval Amendment 6 (AM -06) (collectively, the "Permit ") into the name of <br />Successor as Operator; and <br />B. Permittee desires to assign, and Successor desires to acquire, all of the right, title, and <br />interest in and to the Permit. <br />NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of <br />which are hereby acknowledged: <br />1. Assignment. Upon written confirmation that the Division has: (i) approved the <br />Application and transferred the Permit to Successor, (ii) accepted Succesccor's performance and <br />financial warranties, and (iii) returned Permittee's Bond (as defined in the Lease), Permittee, as <br />Assignor does, by these presents, assigns, transfers, sets over and conveys to Successor, as <br />Assignee all of Assignor's right, title and interest in and to the Permit. <br />2. Representations. Assignor hereby represents and warrants that Assignor (i) has <br />full power and authority to assign its entire right, title and interest in the Permit to Assignee; and <br />(ii) has full power and authority to enter into this Assignment. Assignee hereby represents and <br />warrants that Assignee (i) has full power and authority to accept the assignment of and assume <br />the Permit; and (ii) has full power and authority to enter into this Assignment. <br />3. Assumption. Successor, as Assignee accepts the foregoing assignment of the <br />Permit and assumes and agrees to fulfill, perform and discharge all the various commitments, <br />obligations and liabilities of Assignor under and by virtue of the Permit hereby assigned. <br />Assignee agrees to be bound by all of the terms and provisions of the Permit (all of which terms <br />and provisions are incorporated herein by reference) and this Assignment. Assignee <br />acknowledges and agrees that, except as expressly set forth in this Assignment, the transfer and <br />assignment of the Permit is made without any representations or warranties of any kind <br />whatsoever. <br />4. Indemnification. Assignee hereby indemnifies and agrees to hold Assignor <br />harmless from and against any and all liability, cost or expense, claim, demand or the like arising <br />and accruing from and after the date of the transfer hereunder, relating to Assignee's rights, <br />