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<br />3. As6uElDtion and ~g~jsmpiPication, In further
<br />consideration of the ioregoinq assignment by Assignor,
<br />Assignee hereby aaaumes, and agrees to pay, perform and
<br />discharge (and to indemnify and hold, Assignor, Mack and Loma,
<br />and their respective affiliates, •uccesaora and assigns,
<br />directors, otficera, shareholders, employees and agents,
<br />hanaless from and against), the following: {a) ail '
<br />obligations and liabilities in connection with the Property,
<br />or that are attributable to the Property conveyed under this
<br />Assignment, that Pirat accrue, or era to be performed or
<br />satisfied, on or attar the date hereot and for any failure by
<br />Assignee to perform its obligations hereunder or under the
<br />Contracts or applicable law; (b) any and all obligations and
<br />liabilities in connection with, arising under, or that ors in
<br />any way related to any and all other obligations and
<br />liabilities specifically described on Schedule 1.09 of the
<br />Purchase Agreement; and (c) any and all obligations,
<br />liabilities and casts whenever arising or accruing under, in
<br />connection with, or in any way relating to, Reclamation Law.
<br />• "Reclamation Law• shall moan (i) the Surface Mining and
<br />Control Reclamation Act of 1977, as amended, (ii) the Colorado
<br />Surface Coal Mining Reclamation Aet, as amariflad, (iii) the
<br />Colorado Mined Land Reclamation Act, as amended, and (iv) any
<br />and ail regulations, requirements, criteria or standards
<br />promulgated under any of the foregoing that relate to
<br />reclamation or the Purchased Aaaeta.
<br />4. Third-Party Heneticiariea. Loma, and its
<br />affiliates, successors and assigns, dirsctora, otficera,
<br />shareholders, employees and agents,. are, and shall be deemed
<br />to be, express third-party benaticiariea o! Section 3 0! this
<br />Assignment and shall have the right, and shall b® entitled, to
<br />enforce the provisions of Section 7 0! this Assignment against
<br />Assignee the same as if that' wars parties hereto.
<br />5. Farther Assurances. Assignor agrees to give
<br />Assignee such further aaaurancea, and to execute such or'~er
<br />bills of sale, assignments and other instruments, as may
<br />reasonably be requested by Assignee to complete the sale and
<br />conveyance o! the Property harrin sold and conveyed. Any
<br />expanses incurred ::+ connection therewith shall be paid by
<br />Assignee.
<br />6. Successors and Assigns. All rights and
<br />• obligations of Assignor, Mack and Assignee hereunder shall
<br />inure to the benefit of, and shall ba binding upon, their
<br />respective suecssaors and assigns forrvar.
<br />- 4 -
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