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• (a) Application For Permit Transfer. It is agreed and understood <br />among the parties that an application for transfer of the New Elk Mine Permit <br />Number C-S1-012, will be initially prepared and Filed with the Colorado Division of <br />Minerals and Geology ("DMAG") on or before January 31, 1997, by Max~vell with <br />input from Basin. Maxwell will be responsible for providing names of officers and <br />all other relevant information as if the transfer of Assets had already taken place. <br />Upon completion of the appropriate regulatory filing, which will include an <br />application to substitute reclamation bonds backed by Picketwire for those <br />reclamation bonds currently in place, Maxwell will be responsible to take all action <br />necessary, including providing and responding to regulatory inquiries, to obtain <br />approval of the application for transfer of the permit to Picketwire. In this regard, <br />any costs associated with the proposed transfer, other than those costs necessary for <br />the Companies to assist Maxwell in preparing the original application, will be borne <br />entirely by Maxwell, with no costs accruing to the Companies. <br />(b) Application For Other Permit Transfer. Maxwell will take all <br />steps necessary to accomplish the transfer to Picketwire of the NPDES permit and <br />the Air Quality Permit, both of which are related to the operation of the New Elk <br />Facility, on or about the same date as transfer of permit C-81-012 above. <br />(c) Permit Responsibilit,r~During Pendency of Transfer. It is <br />• understood and agreed that representatives of Basin and NCE, its affiliates or agents <br />shall fully comply with all permit responsibilities until such time as a final decision <br />is made by DMAG on the permit transfer application. <br />ARTICLE II <br />Representations and Warranties of Basin and NCE <br />Basin and NCE make the following representations and warranties to <br />Maxwell: <br />2.1 Organization. Qualification. Compliance. The Companies are <br />corporations duly organized, validly existing and in good standing under the laws of <br />Colorado. The Companies are in full compliance with all applicable laws, rules and <br />regulations, including the environmental laws of local, state and federal <br />governments. <br />2.2 Title. Basin or NCE, as the case may be, has good and marketable title <br />to the Assets transferred herein, free and clear of all mortgages, liens, charges, <br />pledges, security interests or other claims or demands ("Encumbrances"), except for <br />(i) liens for current taxes not yet due and payable; and (ii) those matters shown in <br />. Exhibit 2.2 attached hereto. NCE is the owner in Fee (including mineral rights) of all <br />5 <br />