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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 fully 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 of, the
<br /> obligations in Section 4.2(b)with respect to Reclamation Bonds and any replacement Bonds, and
<br /> subject to the terms 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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