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4.2 Mutual Covenants. Each of the Parties covenants and agrees as follows:
<br />(a) Record Retention. After the Closing, the Seller and the Individuals, on the
<br />one hand, and the Buyer on the other hand, shall make available to the other Party and the other
<br />Party's accountants, attorneys, experts, agents and representatives any and all books, records,
<br />contracts and other information regarding the Purchased Assets and the Assumed Liabilities
<br />existing on the Closing Date (whether in the possession of the Party or an Affiliate of the Party),
<br />requested by the other Party in connection with any purposes contemplated by the Transaction
<br />Documents, including in connection with the Excluded Assets and Excluded Liabilities.
<br />(b) Reclamation Bonds. Prior to commencing any mining on the Owned Real
<br />Property, and not later than fifteen (15) Business Days after the Execution Date, the Buyer shall
<br />deliver to the Colorado Division of Reclamation Mining & Safety the duly executed Application
<br />Form for Transfer of Mineral Permit and Succession of Operators, including posting of any bond
<br />or other surety required pursuant thereto, and the Buyer shall use commercially reasonable
<br />efforts to cause such agency to fully and unconditionally release the Seller from all obligations
<br />relating to reclamation of the Property or the replacement of the surety established by the Seller
<br />to guarantee performance of the reclamation obligations set forth herein (the "Reclamation
<br />Bonds'), and any liabilities related thereto. If the Reclamation Bonds are not replaced on or
<br />before the Closing, then the Buyer will provide the Seller with cash, guarantees, letters of credit,
<br />bonds, security deposits, or other surety obligations acceptable to the Seller, which the Seller
<br />shall hold until the Reclamation Bond is ftifly and unconditionally released and the Seller shall
<br />be able to call upon such obligations of the Buyer in the event the Reclamation Bond is called
<br />upon by the relevant agencies. The Buyer agrees to assume responsibility for the existing
<br />reclamation obligations for the Jemadojin Mine and will be responsible for reclaiming any new
<br />areas on the Owned Real Property that are disturbed by the Buyer pursuant to any mining or
<br />testing activities it undertakes pursuant hereto.
<br />(c) Filings and Authorizations. In addition to, and not in limitation o& the
<br />obligations in Section 4.2(b) with respect to Reclamation Bonds and any replacement Bonds, and
<br />subject to the terns and conditions of this Agreement, each Party will use its commercially
<br />reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all
<br />things necessary, proper or advisable under this Agreement and Laws to consummate the
<br />Transactions as soon as practicable after the date hereof, including (i) preparing and filing, in
<br />consultation with the other Parties and as promptly as practicable and advisable after the date
<br />hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other
<br />documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses,
<br />orders, registrations, approvals, permits, and authorizations necessary to be obtained from any
<br />third party and/or any Governmental Authority to consummate the Transactions, and (ii) taking
<br />all reasonable steps as may be necessary to obtain all such consents, clearances, waivers,
<br />licenses, registrations, permits, authorizations, orders and approvals. In this regard, and
<br />notwithstanding any other provision in this Agreement to the contrary, the Parties agree that the
<br />application for transfer of the Mining Permit will be prepared by Buyer and submitted by Seller
<br />to the State of Colorado promptly following the Closing in accordance with Section 4.2(b) and
<br />that all Parties will cooperate and assist as needed to accomplish a transfer of any Governmental
<br />Permits to the Buyer. Prior to Closing, none of the Parties will take any action to modify any of
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