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9 & <br />• <br />accurate and complete in all material respects, and Climax has <br />paid all taxes accruing from its ownership and operation of the <br />Property; <br />(5) Climax has not retained any broker, agent or <br />finder to sell or obtain a buyer for the Property except <br />Mountain Marketing Associates, Ltd., to whom it has agreed to <br />pay at Closing a commission in the amount of 6% of the Purchase <br />Price. Climax shall indemnify and hold the Company harmless <br />for any liabilities for brokers' or agents' fees or <br />commissions; <br />(6) The Reservoir dam, outlet works and spillway <br />currently comply with all applicable regulations and statutes <br />governing dam construction and maintenance; <br />(7) There are no permits or licenses required by <br />any governmental entity to operate the Property, or to which <br />the Property is subject, other than the Discharge Permit <br />described in Section 9(a) above and a Mined Land Reclamation <br />Board Permit No. 77-493 (the "MLRB Permit"), relating to <br />reclamation of sites other than the Property upon completion of <br />mining activities thereon. Climax agrees promptly to take all <br />action and execute all documents necessary to remove the <br />Property from the scope of the MLRB Permit, and further agrees <br />to indemnify and hold the Company harmless from any and all <br />liability, loss, cost or expense incurred by the Company to <br />sever the Property from the MLRB Permit upon Climax's failure <br />to do so, or arising from or relating to any reclamation <br />obligations imposed upon the Company pursuant to the MLRB <br />Permit; <br />(8) Climax will have good and marketable title <br />to the Clinton Canal, and there will exist no lien or <br />encumbrance on the Clinton Canal which could result in the <br />termination of the Canal Easement (as defined Section 8(a) <br />above) as the result of a foreclosure or other action upon the <br />real property constituting the Clinton Canal; and <br />(9) There are no pollutants or hazardous or <br />toxic wastes or substances, as such are defined in Section 5(b) <br />above or in the Comprehensive Environmental Response and <br />Compensation Act, 42 U.S.C. Section 9600 et sea. or the <br />Resource Conservation and Recovery Act, 42 U.S.C. Section 6900 <br />et sea., on or in the Property. <br />(b) Climax hereby agrees to defend and hold the <br />Company harmless from any loss, cost, liability or expense, <br />including but not limited to attorneys' fees and costs, <br />is <br />is <br />-14-