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m <br />Notwithstanding any provision of the transfer documents to the contrary issued by <br />the Division, Transferor expressly agrees to continue to be liable and to assume all <br />liability under the terms of the Mining Permit for events and circumstances that occur <br />prior to the Transfer Date and expressly agrees to and shall indemnify and hold harmless <br />Transferee from and against any and all charges, complaints, liabilities, obligations, <br />controversies, damages, actions, causes of action, suits, rights, demands, debts, losses, <br />claims, indebtedness, costs and expenses, including reasonable attorneys' fees, arising out <br />of any failure of Transferor to perform the obligations assumed herein under the Mining <br />Permit prior to the Transfer Date. <br />4. Entity Authorization. Each party does hereby represent and warrant to the <br />other that its execution and delivery of this Agreement has been duly authorized by <br />resolution adopted by its respective governing body and that each of the parties executing <br />this Agreement has full and proper authorization to consummate this transaction. <br />5. Notice and Payment. Any notice or other communication given by either <br />party hereto to the other party relating to the interpretation of this Agreement, default of <br />either party under this Agreement, or any matters which would tend to establish or <br />enforce legal rights of the parties shall be personally delivered, sent by overnight courier <br />service or sent by registered or certified mail, return receipt requested, addressed to such <br />other party at the respective addresses set forth below or at such other address as the <br />respective parties may designate in writing, and such notice or other communication shall <br />be deemed to have been duly given: (i) on the date and at the time of delivery if delivered <br />personally to the party to whom notice is given at the address specified below; or (ii) on the <br />date and at the time of delivery or refusal of acceptance of delivery if delivered or <br />attempted to be delivered by an overnight courier service to the party to whom notice is <br />given at the address specified below; or (iii) on the date of delivery or attempted delivery <br />shown on the return receipt if mailed to the party to whom notice is to be given by first - <br />class mail, sent by registered or certified mail, return receipt requested, postage prepaid and <br />properly addressed as specified below: <br />