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which amounts are irrtended,to be liquidated da,nages in lieu of ail other damages the <br />other Parties may incur; <br />(b) The nondefaulting Parties shall have the right to acquire the Defaulting <br />Party's interest in the Property in the rnarmer provided below; and " <br />(c) The Defaulting Party shall not, directly or indirectly, purchase any interest <br />iu the Property for a period of five (5) years following the termination of the Mining <br />Lease, without the written consent of all of the other Parties. <br />The nondefatilting Parties may elect to acquire the' Defaulting Parry's rights under this <br />Assignment by giving written notide to the Defaulting Party and the other Parties (the "Other <br />Parties"), in which event the electing nondefaulting Party shall be substituted for the Defaulting <br />Perty:under this Agreement, and such nondefauIting Party shad have all of the Assigned Rights <br />and shall assume all of the Assumed Obligations of the Defaulting Party or, if Bromley is the <br />Defaulting Patty, the Bromley Retained Rights and Bromley Retained Obligations: If more than <br />one Other Party elects to acquire the rights of the Defaulting Party, unless otherwise agreed, such <br />Other Parties shall acquire the Defaulting Perty's rights hereunder in proportion to their <br />respective Proportionate Shares. <br />15. Confirmation of Closing. Each Party shall deliver by September 15, 2006 written <br />confirmation to the other Parties, whether such Party continues to have the ability and intent to <br />close by the Closing Date. The Parties will rely upon such confirmations in finalizing their <br />financing and otherwise preparing for closing and, if necessary, to prepare for the possible <br />acquisition of aDefaulting Party's interest tlr?der.paragraph 14(b). <br />16. No Representations or Warranties. Bromley represents and warrants that the <br />Contract and Amendment to Contract attached to this Assignment as Exhiirit A represent the full <br />and complete agreement between Bromley acid Sellers relating to the transactions which are the <br />subject of the Contract, and there are not other agreements, written or unwritten, betwcon <br />Bromley grid the Sellers relating to the transactions which are the subject of the Contract. Each <br />Party confirrrrs that it has entered into this Assignment based upon its independent investigation <br />and'review of the Contract and the Property, including the Mining Lease, Property Documents, <br />Title Commitment and Permitted $xceptions. Although ntnnerous discussions have been held <br />among the Parties relating to the transactions contemplated by this Assignment, each Party <br />represents arrd warrants to the others that it has not relied upon any such representations and <br />warzanties other than those specifically set forth in this Assignment, if any. <br />17. Obligations of So. Adams and FRTCO Com~ranies. So. Adams and the FRICO <br />Companies are executing and entering into this Assignment for the purpose of confirming their <br />agreement to pay the portions of the Deposit, Supplemental Deposit and Purchase Price that <br />would otherwise he.paid by Denver in the amounts set forth in this Assignment. So. Adams and <br />the FR1C0 Companies acknowledge that the Purchasers aze relying upon their agreement to <br />make such payment in entering into this Assignment. Unless either of them exercises a right to <br />purchase under Sections 8 or 14 of this Assignment, So. Adams and the FRICO Companies are <br />not receiving nor are they entitled to any of the Property (including any of the Denver Property <br />or Other Denver Property}, If So. Adams or any of the FRICO Companies defaults in its <br />{00306[88/7} - 7 <br />