TO ENFORCE AT ANY
TIME ANY PROVISION OF THIS AGREEMENT SHALL NOT BE CONSTRUED TO BE A WAIVER OF
SUCH PROVISION, NOR IN ANY WAY TO AFFECT THE VALIDITY OF THIS AGREEMENT OR ANY
PART HEREOF OR THE RIGHT OF ANY PARTY THEREAFTER TO ENFORCE EACH AND EVERY SUCH
PROVISION.
NO WAIVER OF ANY BREACH OF THIS AGREEMENT SHALL BE HELD TO
CONSTITUTE A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH.
11.5.
PARTIAL INVALIDITY.
WHEREVER POSSIBLE, EACH PROVISION HEREOF SHALL
BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW,
BUT IN CASE ANY ONE OR MORE OF THE PROVISIONS CONTAINED HEREIN SHALL, FOR ANY
REASON, BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH
PROVISION SHALL BE INEFFECTIVE TO THE EXTENT, BUT ONLY TO THE EXTENT, OF SUCH
INVALIDITY, ILLEGALITY OR UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINDER OF
SUCH PROVISION OR PROVISIONS OR ANY OTHER PROVISIONS HEREOF, UNLESS SUCH A
CONSTRUCTION WOULD BE UNREASONABLE.
11.6.
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO
OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE CONSIDERED AN ORIGINAL INSTRUMENT,
BUT ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT, AND SHALL
BECOME BINDING WHEN ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY EACH OF THE
PARTIES HERETO AND DELIVERED TO SELLER AND GOLDEN MINERALS.
11.7.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW
PROVISIONS) OF THE STATE OF NEW YORK.
11.8.
SUBMISSION TO JURISDICTION.
THE PARTIES HEREBY SUBMIT TO THE
NON-EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK OR THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF THE STATE OF NEW YORK FOR THE
PURPOSE OF ANY SUIT, ACTION, OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT,
AND WAIVE ANY AND ALL OBJECTIONS TO JURISDICTION THAT THEY MAY HAVE UNDER THE
LAWS OF THE STATE OF NEW YORK OR THE UNITED STATES AND ANY CLAIM OR OBJECTION
THAT ANY SUCH COURT IS AN INCONVENIENT FORUM.
11.9.
CONFIDENTIALITY.
AFTER CLOSING, UNLESS GOLDEN MINERALS OTHERWISE
AGREES IN WRITING, SELLER SHALL KEEP CONFIDENTIAL ALL NON-PUBLIC, CONFIDENTIAL
OR PROPRIETARY INFORMATION PERTAINING TO THE COMPANY AND THE MINERA EL QUEVAR
CONCESSIONS; PROVIDED, HOWEVER, THAT SELLER SHALL NOT BE OBLIGATED TO KEEP
CONFIDENTIAL ANY INFORMATION THAT (I) IS PUBLIC OR BECOMES GENERALLY AVAILABLE
TO THE PUBLIC OTHER THAN AS A RESULT OF A DISCLOSURE BY SELLER, (II) WAS OR
BECOMES AVAILABLE TO SELLER AFTER THE CLOSING DATE ON A NON-CONFIDENTIAL BASIS
FROM A SOURCE OTHER THAN GOLDEN MINERALS OR ITS AFFILIATES (PROVIDED THAT SUCH
SOURCE IS NOT BOUND BY ANY SIMILAR CONFIDENTIALITY OBLIGATIONS), OR (III) SELLER
IS REQUIRED BY APPLICABLE LAW TO DISCLOSE; PROVIDED, HOWEVER, IF SELLER SHALL BE
SO REQUIRED BY APPLICABLE LAW TO DISCLOSE ANY SUCH INFORMATION, SELLER SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO NOTIFY GOLDEN MINERALS PROMPTLY OF SUCH
REQUIREMENT SO THAT GOLDEN MINERALS MAY SEEK AN APPROPRIATE PROTECTIVE ORDER.
11.10.
PUBLIC ANNOUNCEMENT.
NEITHER GOLDEN MINERALS