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<br /> (i) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTON 2.1 OF THIS
<br /> AGREEMENT, THE TRANSFEROR MAKES NO REPRESENTATION OR
<br /> WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND
<br /> EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.1 OF THIS
<br /> AGREEMENT, THERE ARE NO IMPLIED CONDITIONS IN RESPECT OF
<br /> THE TRANSFEROR OR ANY OF LEASES & CLAIMS AND INCLUDING,
<br /> WITHOUT LIMITATION, ANY WARRANTIES EXPRESS OR IMPLIED
<br /> WITH RESPECT TO THE SUFFICIENCY, COMPLETENESS,
<br /> MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE
<br /> OF ANY SUCH LEASES & CLAIMS, AND ANY SUCH IMPLIED
<br /> REPRESENTATIONS, WARRANTIES OR CONDITIONS ARE HEREBY
<br /> EXPRESSLY DISCLAIMED;and
<br /> (j} THE TRANSFEROR MAKES NO REPRESENTATIONS OR WARRANTY
<br /> WHATSOEVER CONCERNING THE EXISTENCE, NATURE, LOCATION,
<br /> AMOUNT OR VALUE OF ANY MINERALIZATION, MINERAL
<br /> RESERVES OR RESOURCES OR WHETHER ANY NECESSARY PERMITS
<br /> CAN BE OBTAINED IN A TIMELY MANNER OR WHETHER ANY
<br /> MINING CAN BE DONE ECONOMICALLY OR AS TO THE COST OR
<br /> TIME REQUIRED TO OPERATE AND MAINTAIN ANY SUCH MINE OR
<br /> MINE FACILITY. ONLY THE TRANSFEREE MAY RELY ON THE
<br /> REPRESENTATIONS SET FORTH IN THIS SECTION 2.1 OF THIS
<br /> AGREEMENT.
<br /> 2.2 Transferee's Representations and Warranties. Each Transferee represents and warrants to
<br /> the Transferor that:
<br /> (a) the Transferee is a corporation duly incorporated and validly subsisting and is in
<br /> good standing under the laws of the jurisdiction of its incorporation, with full
<br /> power and absolute authority and capacity to enter into this Agreement and to
<br /> carry out the Transactions; and
<br /> (b) the Transferee has duly obtained all corporate authorizations for the execution,
<br /> delivery, and performance of this Agreement. This Agreement has been duly
<br /> executed and delivered by the Transferee and constitutes the valid and binding
<br /> obligation of the Transferee,enforceable in accordance with its terms, subject to
<br /> applicable Law.
<br /> 3. AGREEMENTS
<br /> 3.1 Abandonment/Surrender. For greater certainty, and without obliging either Party, if a
<br /> Transferee abandons or surrenders any of the Leases & Claims, or allows them to expire at any
<br /> time, nothing in this Agreement shall prevent the Transferor from applying to the appropriate
<br /> regulator or landowner for any lease or fee lease and/or staking any mining claims forming part of
<br /> such Leases&Claims,or otherwise attempting to acquire any such Leases&Claims.
<br /> 3.2 Release. Subject to Section 3.1 of this Agreement, the Transferee, and its officers,
<br /> directors, representatives, employees, agents, contractors, affiliates, parents and subsidiaries,
<br /> hereby fully and forever release Transferor, and its officers,directors,representatives,employees,
<br /> agents, contractors, affiliates, parents and subsidiaries (collectively, the "Transferor Group"),
<br /> from any Claims, of any type whatsoever, past, present or future,known or unknown arising out
<br />
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