HEREIN.
TITLES TO ARTICLES AND HEADINGS OF SECTIONS ARE INSERTED FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE DEEMED A PART OF OR TO AFFECT
MEANING OR INTERPRETATION OF THIS AGREEMENT.
ARTICLE XI
GENERAL PROVISIONS
11.1.
NOTICES.
ALL NOTICES OR OTHER COMMUNICATIONS REQUIRED OR PERMITTED
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN OR DELIVERED (I) WHEN
DELIVERED PERSONALLY, (II) IF TRANSMITTED BY FACSIMILE, WHEN CONFIRMATION OF
TRANSMISSION IS RECEIVED, UNLESS IT IS NOT DURING NORMAL BUSINESS HOURS IN THE
PLACE OF RECEIPT, IN WHICH CASE IT SHALL BE DEEMED DELIVERED ON THE NEXT
BUSINESS DAY, OR (III) IF SENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, OR BY PRIVATE COURIER, WHEN RECEIVED; AND SHALL BE ADDRESSED AS
FOLLOWS:
(A)
IF TO SELLER, TO:
17
Hochschild Mining PLC
Calle La Colonia No. 180, Urb. El Vivero,
Santiado de Surco
Lima, Peru
Attention: Jose Augusto Palma
Attention: Isac Burstein
Fax No.: 51 1 437-5009
(B)
IF TO GOLDEN MINERALS, BUYER OR THE COMPANY, TO:
Golden Minerals Company
350 Indiana Street, Suite 800
Golden, Colorado 80401
USA
Attention: President
Telephone:
(303) 839-5060
Fax No.:
(303) 839-5907
with a copy to:
Davis Graham & Stubbs LLP
1550 17th Street, Suite 500
Denver, Colorado 80202
Attention: Deborah J. Friedman
Telephone:
(303) 892-7499
Facsimile:
(303) 893-1379
or to such other address as such party may indicate by a notice delivered to the
other parties hereto.
11.2.
ASSIGNMENT.
THE TERMS, PROVISIONS AND CONDITIONS OF THIS AGREEMENT
SHALL EXTEND TO, BE BINDING UPON, AND INURE TO THE BENEFIT OF THE PARTIES AND
THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS. NO PARTY WILL MAKE ANY
ASSIGNMENT OF THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE
ADVANCE WRITTEN CONSENT OF THE OTHER PARTIES HERETO, WHICH MAY BE GRANTED OR
DENIED IN THE SOLE DISCRETION OF THE NON-ASSIGNING PARTIES, PROVIDED HOWEVER
THAT SELLER MAY ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT,
INCLUDING THE RIGHT TO PURCHASE ANTI-DILUTION GOLDEN MINERALS SHARES PURSUANT TO
ARTICLE V, TO ANY AFFILIATE OF HOCHSCHILD IN CONNECTION WITH THE TRANSFER OF
ALL, BUT NOT LESS THAN ALL, OF THE GOLDEN MINERALS SHARES WITHOUT THE CONSENT OF
BUYER OR GOLDEN MINERALS.
11.3.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE EXHIBITS REFERRED TO
HEREIN AND THE DOCUMENTS DELIVERED PURSUANT HERETO CONTAIN THE ENTIRE
UNDERSTANDING OF THE PARTIES HERETO WITH REGARD TO THE SUBJECT MATTER CONTAINED
HEREIN OR THEREIN, AND SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS OR LETTERS
OF INTENT BETWEEN OR AMONG ANY OF THE PARTIES HERETO, INCLUDING WITHOUT
LIMITATION THE TERM SHEET DATED NOVEMBER 5, 2009.
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11.4.
WAIVERS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY TERM OR
PROVISION OF THIS AGREEMENT MAY BE WAIVED, OR THE TIME FOR ITS PERFORMANCE MAY
BE EXTENDED, BY THE PARTY OR PARTIES ENTITLED TO THE BENEFIT THEREOF.
ANY SUCH
WAIVER SHALL BE VALIDLY AND SUFFICIENTLY GIVEN FOR THE PURPOSES OF THIS
AGREEMENT IF, AS TO ANY PARTY, IT IS IN WRITING SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF SUCH PARTY.
THE FAILURE OF ANY PARTY HERETO