2011-03-14_REVISION - M1977493 ‎(47)‎

• Permit No: M1977493
• IBM Index Class Name: REVISION
• Doc Date: 3/14/2011
• Doc Name: Exhibit List, Exs. 34 to 38
• From: Climax
• To: MLRB
• Type & Sequence: AM6
• Media Type: D
• Archive: No

CMC001193
0
(i) the Permit (as defined in Section 3 of the Agreement)
has been issued to Climax and Climax did not reject such
Permit in accordance with Summit County regulations within
20 business days after receipt of notice of approval of the
Permit, or (ii) Climax has (A) failed to supplement the
filed application in Summit County with detailed engineering
plans for any construction planned on real property not.
owned by Climax, and conceptual plans for all other
construction within eighteen months following the Closing on
the acquisition of the Property, or (B) failed to provide
all information seasonably.requested by Summit County,
failed to respond in a timely fashion to comments.by Summit
county, or failed to take any other action necessary to
permit Climax to obtain approval of the Permit within three
years after the application date in Summit County. Upon
either such occurrence the.Escrow Agent shall release the
Certificate to the Company upon filing of the Request for
Release.
(d) Escrow Agent shall request from Seller
and file with the Public Trustee of Summit County, Colorado
a Request for Partial Release of Deed of Trust upon receipt
of an affidavit of a.purported.officer of the Company,
together with reasonable proof of the statements made
therein, stating that the Company has made a prepayment on
the Note and wishes to obtain a partial release of a
specified number of the Shares. Upon filing the Request for
Partial Release the Escrow Agent shall release the
Certificate to the Company, which shall reissue a new
Certificate for the unreleased Shares and return the new
Certificate to Escrow Agent to hold in escrow.
(e) The Escrow Agent shall provide each party
hereto with five days, prior written notice prior to any
release of any documents or Shares from escrow. In the
event any party objects in writing to any such release prior
to the expiration of such five-day notice, the Escrow Agent
shall interplead the Certificate and other documents in
accordance with Section 4(b) below.
4. No Liability. Escrow Agent shall have no
liability for the performance of its duties hereunder except
in the case-of its gross negligence or willful misconduct.
Escrow Agent shall have no duty to determine the merits of
any dispute between the parties. In the event of a dispute
between the parties regarding the release of the Certificate
or the meaning of any term of this Agreement:
(a) Escrow Agent shall be under no obligation
to act, except under court order; and
H-3