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2018-01-10_REVISION - M2006017
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2018-01-10_REVISION - M2006017
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Entry Properties
Last modified
6/16/2021 2:26:03 PM
Creation date
1/11/2018 10:10:35 AM
Metadata
Fields
Template:
DRMS Permit Index
Permit No
M2006017
IBM Index Class Name
Revision
Doc Date
1/10/2018
Doc Name Note
Request for S.O.
Doc Name
Request For Succession Of Operator
From
Jemadojin, LLC
To
DRMS
Type & Sequence
SO3
Email Name
TC1
WHE
BJC
Media Type
D
Archive
No
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harmless any Buyer Indemnified Party under this Article VIII with respect to a misrepresentation <br />or breach of warranty, covenant or agreement shall terminate when the applicable Survival <br />Period terminates except for any item as to which any Buyer Indemnified Party has before the <br />expiration of the applicable Survival Period, previously made a claim by delivering a notice <br />(stating in reasonable detail the basis of such claim) to the Seller and the Individuals. <br />8.2 Indemnification by the Seller and the Individuals. Subject to the other provisions <br />of this Article VIII. after the Closing the Seller and the Individuals shall, jointly and severally, <br />indemnify, defend and hold harmless the Buyer and its Affiliates and their respective officers, <br />directors, principals, attorneys and agents (the `Buyer Indemnified Parties') from and against <br />any and all costs, losses, liabilities, obligations, damages, deficiencies, and expenses (whether or <br />not arising out of third party claims), including interest, penalties, reasonable attorneys' fees and <br />all reasonable amounts paid in investigation, defense or settlement of any of the foregoing, in <br />each case to the extent available under Law ("Damages") incurred as a result of or arising out of <br />(a) any misrepresentation or breach of warranty made by the Seller or the Individuals in this <br />Agreement or any of the Transaction Documents; (b) any breach of any covenant or agreement <br />made by the Seller or the Individuals in this Agreement or any of the Transaction Documents; (c) <br />any Excluded Assets and the Excluded Liabilities; and (d) the access to or entry onto the <br />Transferred Real Property by the Seller or the Individuals following the Closing Date. <br />8.3 Indemnification by the Buyer. Subject to the other provisions of this Article VIII, <br />after the Closing the Buyer shall indemnify, defend and hold harmless the Seller and the <br />Individuals and their Affiliates and Seller's members, managers, attorneys and agents from and <br />against any and all Damages incurred as a result of or arising out of (a) any misrepresentation or <br />breach of warranty made by the Buyer in this Agreement or any of the Transaction Documents; <br />(b) any breach of any covenant or agreement made by the Buyer in this Agreement or any of the <br />Transaction Documents; (c) the access to, entry onto, use of or testing within the Transferred <br />Real Property by the Buyer or the Buyer's agents or contractors prior to the Closing Date. <br />8.4 Other Rights and Remedies Not Affected. The indemnification rights of the <br />Parties set forth in this Article VIII are independent of, and in addition to, such rights and <br />remedies as the Parties may have at Law or in equity or othcrwlse for any misrepresentation, <br />breach of warranty or failure to fulfill any covenant, agreement or obligation hereunder on the <br />part of any Party, including the right to seek specific performance, rescission or restitution, none <br />of which rights or remedies shall be affected or diminished hereby. <br />8.5 Tax Treatment. Any indemnification payments under this Agreement shall be <br />treated to the extent permitted by Law, for Tax purposes, as adjustments to the Purchase Price. <br />8.6 As Is. Where Is. PRIOR TO THE CLOSING, SELLER WILL HAVE LEASED <br />THE JEMADOJW MINE TO BUYER AND ALLOWED BUYER TO OPERATE THE <br />JEMADOJIN MINE AND SELLER WILL ALSO HAVE PROVIDED BUYER WITH TIME <br />TO CONDUCT ITS DUE DILIGENCE REGARDING THE TRANSFERRED REAL <br />PROPERTY AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, <br />AND THIS AGREEMENT IS AN ARMS -LENGTH AGREEMENT BETWEEN THE <br />PARTIES. THE PURCHASE PRICE WAS BARGAINED ON THE BASIS OF AN "AS IS, <br />WHERE IS" TRANSACTION AND REFLECTS THE AGREEMENTOF THE PARTIES <br />32 <br />
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