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have been transferred to New Elk and all of the bonds provided by the Companies to secure the Permits <br />• have been released. From and after the Effective Date, New Elk shall be solely responsible for <br />compliance with the terms and conditions of the Permts and with all enforcement notices or orders issued <br />by the DMG or other governmental agency with respect to the Permits and any fines or penalties <br />assessed in connection therewith; provided, however, the Companies shall remain solely responsible for <br />the payment of any fines or penalties assessed for any enforcement notice or order issued prior to the <br />Effective Date. <br />3. Transfer of the Permits. No later than thirty (30) days after the date of this Agreement, <br />New Elk shall file a proper and complete application with the DMG and any other government agency to <br />accomplish the transfer of the Permits. New Elk shall thereafter diligently pursue and take all necessary <br />actions to accomplish the final transfer of the Permits as quickly as possible. The parties agree to fully <br />cooperate with each other and to act in good faith to accomplish the results contemplated in this <br />Agreement, including the providing of information and the preparation and execution of any additional <br />documents that may be reasonably necessary to accomplish the transfer of the Permits. <br />4. Indemnification. New Eik shaA defend, indemnify and hold harmless the Companies, <br />• their affiliates and respecctive officers, directors, employees and agents from and against any and aft <br />liability for damages, costs, losses, fines, assessments, penalties, claims and expenses, incuding <br />attorney fees, arising from or associated with New Elk's occupation or use of the properties covered by the <br />Permits and the acts or omissions of New Elk, its employees, agents, contractors and invitees in <br />connection therewith. <br />5. Miscellaneous. <br />a. This Agreement shall be governed and construed in accordance with the laws of <br />the Commonwealth of Colorado. <br />b. New Elk acknowledges that the Companies have made no representations, <br />warranties or guarantees of any kind as to the condition of any area covered under the Permits. <br />c. This Agreement constitutes the entire agreement among the parties pertaining to <br />its subject matter and supersedes all prior agreements and understandings of the parties in connection <br />• 2 <br /> <br />