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parties negotiated the terms and conditions of the APA over the course of a month. The 7 Consistent with well-established receivership law,the assets beings sold are sold <br /> purchasing entity is Colorado Silver Mines,LLC,a Colorado limited liability company,a wholly free and clear of any and all security interests,liens,claims,charges,reservations of <br /> owned subsidiary of SilverX Mining Corp The APA is ready to present to the Court for ownership,pledges,encumbrances,mortgages,adverse claims or rights of a third party <br /> approval. Negotiations of the purchase and sale transaction proposed in the APA were of any nature or kind whatsoever and any agreements,royalties,options,or privileges <br /> conducted at arms-length. The proposed purchaser has no relationship with the parties to this (whether by law,contract or otherwise)capable of becoming any of the foregoing <br /> receivership case. The proposed purchaser has not colluded with the Receiver or,to the (including any conditional sale or title retention agreement,or any capital or financing <br /> Receiver's knowledge any other potential bidder in this matter. The proposed purchaser is lease)except for easements,zoning,and any other similar recorded or unrecorded rights <br /> proceeding in good faith,in reliance upon the APA will rely upon the specific terms and that runs with the land or otherwise affects such real property and which a court of <br /> conditions of the Order approving this sale,should the Court enter it. Moreover,based upon the equity lacks the power to expunge. For the avoidance of doubt,the sale specifically shall be <br /> process,results,and experience with the assets,the Receiver submits that the consideration free and clear of the liens,claims,encumbrances,and royalty interest listed on Exhibit 2 hereto. <br /> provided in the APA is fair and reasonable. 8. The liens,claims,encumbrances,and royalty interests will attach separately to the <br /> q. By this Motion,the Receiver asks the Court to approve the form of contract proceeds of the real property sale and the personal property sale <br /> attached with,Colorado Silver Mines,LLC and that the Court confirm the sale to the winning 9. A copy of this Motion is being served upon each of the lienholders(through <br /> bidder E.g.Ahillen v Bromlev, 122 P.66(Colo App. 1912)(receiver's sale without proper counsel of record in this case)and upon the holder of any royalty interests through its registered <br /> confirmation order reversed);2 Ralph Ewing Clark,Clark on Receivers,§517[3d Ed. 1959] agent. A copy of this Motion is also being sent to all other parties known to the Receiver as <br /> (receiver's sale not complete until confirmed by appointing court)(there is case law that likely claimants in the case. In addition,the Receiver requests approval of its rejection of the <br /> indicates a Receiver's sale out of the ordinary course of business has to be confirmed to be royalty agreements listed on Exhibit 2. The Receiver contends,and asks the Court to find,that <br /> effective). this is due and adequate notice to all of the affected potential claimants,including lienholders <br /> 5. All interested parties are invited to review the documents for themselves(the and royalty holders. <br /> APA with attachments is attached as Exhibit 1). 10 The Receiver shall not distribute any proceeds(except to pay ordinary expenses <br /> 6. Pursuant to Internal Revenue Code§1060,the Receiver is charged with allocating of the receivership estate,including administrative expenses)without further order of this Court. <br /> the purchase price between the real property and the personal property. 11. The Receiver believes this sale is in the best interests of the Receivership Estate. <br />