Laserfiche WebLink
-6- <br /> of or relating to the Leases & Claims, except where such Claims relate to the fraud of any <br /> members of the Transferor Group. <br /> 3.3 Indemnification. The Transferee shall indemnify and hold harmless the Transferor from <br /> any and all Claims, demands, suits, Losses (as defined below), expenses (including reasonable <br /> attorneys' fees), damages and injuries (including death)to persons and property whatsoever that <br /> may result from or arise out of(i)a breach of this Agreement,(ii)the ownership or the operations <br /> conducted on or for the benefit of the Leases & Claims by the Transferee or (iii) reclamation, <br /> bonding,environmental and Liabilities with respect to the Leases&Claims. <br /> 3.4 Condition of Leases & Claims. Each Transferee hereby acknowledges that it has made <br /> its own independent inspection and investigation of the Leases & Claims and all matters <br /> concerning the Leases & Claims which it deems material to its purchase, ownership and use of <br /> the Leases & Claims. Each Transferee is acquiring the Leases & Claims AS 1S AND WITH <br /> ALL FAULTS. Each Transferee acknowledges that the Transferor makes no representations or <br /> warranties except as expressly set forth in Section 2.1 of this Agreement. Without limiting the <br /> foregoing, each Transferor makes no representation or warranty, implied or express, concerning <br /> the existence, quantity, quality, mineability, or merchantability of the minerals within or <br /> underlying the Leases & Claims and each Transferee acknowledges and agrees that no <br /> representations, statements or warranties, express or implied,have been made by or on behalf of <br /> the Transferor with respect to the Leases & Claims regarding value, physical or environmental <br /> condition, use, merchantability, fitness for a particular purpose, freedom from defects or <br /> Encumbrances. <br /> 3.5 Public Announcements and Confidentiality. The Parties agree that the existence and <br /> content of this Agreement and the terms and status of the Transactions are confidential and, <br /> except as otherwise required by applicable Law or securities regulatory authorities or expressly <br /> permitted in this Agreement, shall not be disclosed by either Party (other than to its <br /> representatives, including its legal and financial advisors, in the necessary course of business in <br /> connection with the Transactions) without the prior written consent of the other Party. The <br /> Parties agree to consult with each other prior to dissemination of any public announcements <br /> concerning the Transactions, and to reflect reasonable input from such consultations into such <br /> announcements, and that there will be no public announcement or other disclosure of the <br /> Transactions or of the matters dealt with herein unless they have mutually agreed thereto or <br /> unless otherwise required by applicable Law or by regulatory instrument,rule or policy based on <br /> the advice of counsel. If either Party is required by applicable Law or regulatory instrument,rule <br /> or policy to make a public announcement with respect to the Transactions,the Party will provide <br /> as much notice to the other of the announcement as reasonably possible, including the proposed <br /> text of the announcement. <br /> 4. CONDITIONS TO OBLIGATIONS OF THE PARTIES <br /> 4.1 Conditions to Each Parry's Obligations. The obligation of each Party to consummate the <br /> transfer of the Leases & Claims is subject to the satisfaction at or prior to Closing of the <br /> following conditions: <br /> (a) all conditions of the Settlement Agreement having been met, excepting the <br /> conditions relating to this Agreement; <br /> (b) no effective injunction,writ or preliminary restraining order or any order of any <br /> nature issued by, or Law of, a Governmental Entity of competent jurisdiction <br />