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C. Without limiting the Purchaser's obligations in respect of those Offered correlative meaning"Notify")must be in writing and addressed to the other Party
<br /> Employees who accept the Purchaser's offer of employment (the "Transferred at its address set forth below(or to such other address that the receiving Party
<br /> Employees"),the Purchaser shall be responsible solely for: may designate from time to time in accordance with this Section 16b. Unless
<br /> otherwise agreed herein, all Notices must be delivered by personal delivery,
<br /> i all liabilities(whether accrued or not)for salary,wages,bonuses, nationally recognized overnight courier,or certified or registered mail(in each
<br /> commissions, vacation pay and other compensation relating to case, return receipt requested, postage prepaid), or e-mail. Receipt shall be
<br /> employment of all Transferred Employees,for the period on and after the deemed to have occurred upon delivery,in the case of personal delivery or email,
<br /> Closing Date; and receipt,in the case of courier,or certified or registered mail.
<br /> ii. all severance payments, damages for wrongful dismissal and all If to Purchaser Colorado Silver Mines,LLC
<br /> related costs in respect of the termination by the Purchaser of the 1430-800 West Pender Street,
<br /> employment of any Transferred Employee after the Closing Date;and Vancouver,British Columbia,
<br /> V6C 2V6
<br /> iii. all liabilities for Claims for injury, disability, death, workers'
<br /> compensation or other employment-related penalties or assessments Attention: Mr.Jose Maria Garcia Jimenez
<br /> arising from or related to the employment of the Transferred Employees Email: j.garcia(q?silverxminingxom
<br /> arising on or subsequent to the Closing Date
<br /> 15. Termination And with a copy to (which shall not constitute
<br /> a. This Agreement may be terminated at any time prior to the Closing Date notice):
<br /> by mutual written agreement of the Seller and the Purchaser. Gowling WLG(Canada LLP)
<br /> b. This Agreement may be terminated by the Purchaser or the Seller prior to King Street West#1600,
<br /> the Closing Date without any liability for any the Parties if a condition precedent Toorr onto,Ontario
<br /> MSX 1G5
<br /> to Closing has not been satisfied or waived on or before May 15,2023 unless the
<br /> Purchaser agrees to provide,no later than 3 business days prior to May 15,2023, Attention: France Tenaille and Ian Mitchell
<br /> Additional Funding following May 15,2023 according to a mutually agreed to Email: france.tenaille@gowlingwlg.com
<br /> budget in which case amounts of continued funding after May 15,2023 shall not ian.mitchell a)golwingwlg.com
<br /> be applied to the Purchase Price.
<br /> C. If Closing has not occurred by June 15, 2023 for any reason, this If to Seller: Alliance Management, LLC, receiver for
<br /> Agreement will immediately terminate without any liability for any the Parties Ouray Silver Mines,Inc.
<br /> and no Additional Funding will be payable following that date.
<br /> 8400 East Crescent Parkway,6th Floor
<br /> d. This Agreement may be terminated by either Party at any time prior to the Greenwood Village,Colorado 801 11
<br /> Closing Date upon delivery of a written notice to the other Party, in the event
<br /> that the other Party is in breach of any of its material obligations under this And with a copy to (which shall not constitute
<br /> Agreement and such breach is not cured in 3 business days. notice):
<br /> 16. Miscellaneous Jack Tanner,Esq.
<br /> Fairfield and Woods, P.C.
<br /> a. Survival of Agreement—This Agreement, and all terms, warranties and 1801 California Street, Suite 2600
<br /> provisions hereof will be true and correct as of the time of Closing and will Denver,Colorado 80202 2645
<br /> survive Closing until the Receivership is wound up or the Business is dissolved. Office:(303)894-4495
<br /> Email: jtanner@fwlaw.com
<br /> b. Notices—All notices, requests, consents, claims, demands, waivers and
<br /> other communications under this Agreement (each, a "Notice", and with the
<br /> Exhibit 1 Exhibit 1
<br /> Page 13 of 73 Page 14 of 73
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