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ARTICLE VII ARTICLE Vill
<br /> Survival.Indemnification Miscellaneous
<br /> 7.1 ,u viva,The representations and warranties contained in this Agreement and in the 8•1 Notices,All notices required or permitted to be given hereunder shall be in writing and may
<br /> closing certificates delivered pursuant to Sections 4.2(d) and 4.3(d) shall survive the be delivered by hand,by facsimile,by nationally recognized private courier,or by United States mail.
<br /> Closing until the date that is 24 months following the Closing Date. Notices delivered by mail shall be deemed given three(3)business days after being deposited in the
<br /> (b) The covenants and agreements made by each party in this Agreement shall United States mail,postage prepaid, registered or certified mail, return receipt requested.Notices
<br /> survive the Closing,unless specified to the contrary herein. delivered by hand,by facsimile,or by nationally recognized private courier shall be deemed given
<br /> on the first business day following receipt; provided, however, that a notice delivered by facsimile
<br /> (c) The foregoing rotwith stand ing, if written notice of a claim for shall only be effective if such notice is also delivered by hand,or deposited in the United States mail,
<br /> indenni fication has been given pursuant to this Article VII prior to the expiration of the postage prepaid, registered or certified mail, on or before two(2)business days after its delivery
<br /> applicable survival period,then the party seeking indemnification in respect of such claim by facsimile.All notices shall be addressed as follows:
<br /> shall continue to have the right to be indemnified(to the extent such indemnification is
<br /> available pursuant hereto)with respect to such indemnification claim wl til such claim has lfto Seller: RVM Holdings,LLC
<br /> been satisfied or resolved pursuant to this Article V Il(which may,for the avoidance of 3060 Brighton Blvd
<br /> doubt,include a determination that no indemnification is warranted). Denver,Colorado 80216
<br /> Attention;David H.Tippit
<br /> 7.2 Indenmificalion.Subject to this Article VI1,from and after the Closing Date,the Seller Telephone:(303)324-1862
<br /> hereby indemnifies each Purchaser Indemnitee against and agrees to hold each of them harmless Fax.None
<br /> (without duplication)from any and all actual and direct Danlages incurred or suffered by any
<br /> Purchaser Indemnitee to the extent arising out of or based upon(i)any representation or warranty Ifto Purchaser: Silver Star Resources LLC
<br /> of the Seiler contained in this Agreement not being true and correct when made or deemed made c/o Southwestern Production Corporation
<br /> or(ii)any breach or nonperformance of any covenant or agreement made or to be performed by 1675 Larimer Street
<br /> the Seller or,prior to Closing the Company,pursuant to this Agreement;provided that Seller shall Denver,CO 80202-1523
<br /> not have any liability W lder this Section 7.2 unless or until the aggregate of all such Damages in Attention:Mr.Jim Williams
<br /> respect of indemnification exceed $100,000 (the "Basket"), in which event the Seller shall be Telephone:(303)534-6500
<br /> required to pay or be liable for all such Damages from the first dollar,with the maximum aggregate Fax:(303)534-0102
<br /> amoW It that may be recovered by Purchaser pursuant to this Section 7.2 being$10,000,000.
<br /> Notwithstanding anything to the contrary contained herein,Seller will not have any obligation to With a copy to: Davis Graham&Stubbs LLP
<br /> indemnify a Purchaser Indemnitee with respect to individual Damages of less than$10,000(a 1550 171'Street,Suite 500
<br /> "DeMinimis Loss"), and any such DeMinimis Loss shall not be counted toward the Basket. Denver,Colorado,80202
<br /> "Purchaser Indemnitees"means,collectively,Purchaser,its Affiliates,and its members,partners, Attention:Deborah Friedman
<br /> officers, directors, managers and employees. "Damages" means any and all damages, losses, Telephone:(303)892-7499
<br /> liabilities, costs, fines, penalties, expenses (including reasonable out-of-pocket legal and Fax,(303)893-1379
<br /> accounting fees),assessments,settlements cold judgments,whether incurred in coin lection with
<br /> any legal proceeding or otherwise,but Dan I ages shall not include (and in no event shall any and/or to such other respective addresses and/or addressees as may be designated by notice given
<br /> indemnifying party have any liability under this Agreement for) any remote, indirect, in accordance with this Agreement,
<br /> consequential special speculative,exemplary or punitive damages or damages for lost profits.
<br /> 8.2 Expenses:Transfer Taxes. Each party hereto shall be responsible for all taxes,fees and
<br /> expenses incurred by such party in connection with,relating to or arising out of the negotiation,
<br /> 7.3 Procedures.In respect ofany claim for indemnity by any Purchaser Indemnitee,the parties
<br /> shall proceed in accordance with the procedures set forth in Schedule 73. preparation,execution,delivery and performance of this Agreement and the consummation of the
<br /> transaction contemplated hereby, including, without limitation, financial advisors', attorneys',
<br /> accountants'and other professional fees and expenses
<br /> 8.3 Entire Aereetnent,This Agreement and the instruments to be delivered by the parties
<br /> pursuant to the provisions hereof constitute the entire agreement between the parties and shall be
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<br /> Exhibit 2 Exhibit 2
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