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other Party, shall be exclusively and finally resolved by binding arbitration under the provisions <br /> and procedures of the Commercial Arbitration Rules of the American Arbitration Association, <br /> and judgment on the award rendered by the arbitrators may be entered in any court of competent <br /> jurisdiction. <br /> ARTICLE IX <br /> TERMINATION <br /> SECTION 9.1. Termination by Grantee. Grantee may terminate this Agreement at any <br /> time by delivering written notice of termination at least thirty (30) days prior to the date of <br /> termination; provided, however, that Grantee's obligation to pay annual rent provided for in <br /> Section 3.1 herein shall continue until such time as all Improvements are removed from the <br /> Property and the Property is reclaimed in accordance with the requirements specified in the <br /> applicable Mine Permit and all applicable laws and regulations, provided that after the Grantee <br /> delivers the notice of termination, the amount of the annual rent shall be reduced pro rata to the <br /> percentage reduction in the Grantee's bonds until such time as the bonds are released in full. <br /> ARTICLE X <br /> SURRENDER OF POSSESSION AND ASSIGNMENT OF GRANTEE'S INTEREST <br /> UPON TERMINATION <br /> SECTION 10.1. Surrender of Property. At the termination of this Agreement, Grantee <br /> shall surrender and redeliver the Property to Grantor provided that Grantee shall have access to <br /> the Property (1) for a period of twelve (12) months following termination to remove all of its <br /> equipment, the Improvements and any minerals on the Property; and (2) for so long as necessary <br /> to comply with any environmental compliance and reclamation requirements imposed by federal, <br /> state or local law or regulation. <br /> SECTION 10.2. Deed to Fremont Placer Claim. Upon the completion of all reclamation <br /> on the Property and the full release by CDRMS of Grantee's bonds, this Agreement shall be <br /> terminated (if not previously terminated) and Grantee shall execute a quitclaim deed conveying <br /> all of its right, title and interest in the Fremont Placer Claim to Grantor. Concurrently, the <br /> Grantor will execute a full release, releasing the Grantee, its successors and assigns of any <br /> liability whatsoever in connection with the Property. <br /> ARTICLE XII <br /> REPRESENTATIONS AND WARRANTIES <br /> SECTION 11.1. Warranty of Title. Grantor warrants that it has good and marketable title <br /> to its interests in the Property. <br /> SECTION 11.2. General. Each Party represents and warrants to the other that: <br /> a. the execution, delivery and performance of this Agreement have been duly <br /> authorized by all necessary corporate or other organizational action, as applicable, <br /> 5 <br />