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6. Purchase otGAR Exch"din Invenw.The final quantities for the Inventory will be <br /> determined by: (i)Wilcox providing an updated quantities for the Inventory at the <br /> nearest end of month after the mutual execution of this Agreement,(ii)Purchaser will <br /> certify the amount of Inventory it believes present within 30 days thereafter,and(iii) <br /> if the parties believe different amounts of Inventory are present the amount will be <br /> determined by Skip Hewitt,with the parties to split the cost of Mr. Hewitt's work. <br /> This amount of actual, certified inventory as determined,by Mr. Hewitt if necessary, <br /> is the Inventory transferred and consigned under this Agreement. GAR hereby <br /> transfers and distributes to Wilcox the Inventory. Wilcox hereby transfers and <br /> assigns to Purchaser all of Wilcox's right,title and interest in and to GAR,including <br /> without limitation all membership and voting interests and all capital accounts. <br /> Purchaser agrees to exercise its best efforts to maintain all Permits and keep the same <br /> in full force and effect until such time as the resources that may be extracted at the pit <br /> covered by such Permit have been fully exhausted for all practicable purposes. <br /> Purchaser agrees to exercise reasonable efforts to continue with current,or to <br /> increase,operations at the pits covered by the Permits. <br /> 7. No Assumption of Dabilities.Notwithstanding the foregoing, Purchaser does not <br /> assume any liability,claims,damages,debts,demands or causes of action arising on <br /> or relating to events or conditions occurring on or before the date of this Agreement <br /> relating in any way to the pits covered by the Permits or the operations of GAR, <br /> except,however,(i)that Purchaser will honor all outstanding,bona fide contracts for <br /> materials and Inventory from the pits covered by the Permits,and(ii)that Purchaser <br /> will assume the responsibility for performing all obligations under the Permits. <br /> Purchaser is not assuming any tort liabilities of Wilcox or GAR. <br /> 8. Indemni tion by Wilcox. Wilcox, for Wilcox and his and her successors and <br /> assigns,hereby agrees to indemnify and hold harmless Purchaser from any and all <br /> claims,causes of action,debts,demands, liabilities and damages arising out of or <br /> relating to events or conditions occurring or existing on or before the date of this <br /> Agreement that occur or exist in the operation of GAR or the operations of the pits <br /> covered by the Permits. <br /> 9. Indemnification by Purchaser. Purchaser, for Purchaser and its successors, assigns, <br /> officers,agents and employees,hereby agrees to indemnify and hold harmless Wilcox <br /> from any and all claims, causes of action,debts,demands,liabilities and damages <br /> arising out of or relating to events or conditions occurring or coming into existence <br /> after the date of this Agreement that occur or exist in the operation of GAR or the <br /> operations of the pits covered by the Permits. <br /> 10. Conshenment of Inventory. Wilcox does hereby consign to Purchaser all of the <br /> Inventory, and Purchaser accepts the consignment of the same. Inventory will be sold <br /> on a first in, first out basis,which is to say any sale of the same type of materials as <br /> included in the Inventory will be of the Inventory until all of the given type of <br /> material in the Inventory is exhausted regardless of whether Purchaser has extracted <br /> the same type of material after the date of this Agrcgmont and such sale was of the <br /> Page 4 of 8 (��� ,,,j�'✓ <br />