Laserfiche WebLink
• include: all machinery, equipment, tools, business machines, furniture, furnishings <br />and accessories and supplies of every nature used in connection with the New Elk <br />facility, and including the Equipment listed on Exhibit 1.2(1)(a), assignment of the <br />rights and obligations listed on Exhibit 1.2(1)(b). the lands described in Exhibit <br />1.2 2 a a lease of lands described in Exhibit 1.2(2)(b), a lease of the water rights <br />listed in Exhibit 1.2(2)(c), and the underground workings described in Exhibit <br />1.2 2 d ~ all documents, files, books and records of whatever form or storage <br />medium, of or pertaining to the New Elk fadlity which have not been removed <br />therefrom by Basin; and all of Basin's rights under or pursuant to all warranties, <br />representations and guarantees made by suppliers or contractors in connection with <br />the New Elk facility. <br />NOW, THEREFORE, the parties hereby mutually covenant and agree as <br />follows: <br /> <br />ARTICLE I <br />Transfer of Assets <br />1.1 Transfer of the Assets. It is agreed between the parties that ultimate <br />transfer of the assets involved herein and receipt of all payments contemplated <br />• herein shall be accomplished through the use of an escrow account, a designated <br />escrow holder and an escrow agreement, in a form set forth in Exhibit 1.1 hereto. <br />The escrow account shall provide that no assets referenced in this Agreement shall <br />be transferred to any entity unless and until Maxwell, in conjunction with Basin <br />and NCE, obtains the State of Colorado's approval of Maxwell as successor to all of <br />Basin's interests and obligations associated with the New Elk Mine Permit Number <br />C-81-012, including, but not limited to, complete release of all bonds related to the <br />New Elk facility posted by Basin and substitution of appropriate bonds posted by <br />Maxwell or its surety. <br />1.2 Escrow Account/Delivery of Documents of Title and Other <br />Consideration to Escrow Holder. On or before December 23, 1996 (the "Transfer <br />Date"), the parties to this agreement shall deliver the following items to the escrow <br />holder designated by the parties: <br />(1) Basin shall deliver to the escrow holder: <br />(a) A bill of sale in the form of Exhibit 1.2(1)(a) hereto conveying all <br />rights, title and interest of Basin, tangible or intangible, of or connected in any <br />manner whatsoever with the New Elk Facility to Picketsvire; <br />• <br /> <br />