REASONABLE EFFORTS TO TAKE PROMPTLY, OR CAUSE TO BE TAKEN PROMPTLY,
ALL ACTIONS, AND TO DO PROMPTLY, OR CAUSE TO BE DONE PROMPTLY, ALL THINGS
NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE LAWS AND REGULATIONS TO REMOVE
ANY INJUNCTIONS OR OTHER IMPEDIMENTS OR DELAYS, LEGAL OR OTHERWISE, IN ORDER TO
CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
FOR THE PURPOSE OF SECURING TO THE PARTIES HERETO THE BENEFITS CONTEMPLATED BY
THIS AGREEMENT.
(A)
EACH OF THE SELLER, PARENT GPAA, AND BUYER SHALL
PROMPTLY EXECUTE AND FILE, OR JOIN IN THE EXECUTION AND FILING OF, ANY
APPLICATION, NOTIFICATION OR OTHER DOCUMENT THAT MAY BE NECESSARY IN ORDER TO
OBTAIN THE AUTHORIZATION, APPROVAL OR CONSENT WHICH MAY BE REASONABLY REQUIRED
IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
27
(B)
THE PARTIES SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN ALL NECESSARY CONSENTS, WAIVERS AND APPROVALS OF ANY PARTIES
TO ANY CONTRACT AS ARE REQUIRED THEREUNDER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY OR FOR ANY SUCH CONTRACTS TO REMAIN IN FULL FORCE AND EFFECT
SO AS TO PRESERVE ALL RIGHTS OF, AND BENEFITS TO, THE BUYER UNDER SUCH CONTRACT
FROM AND AFTER THE CLOSING.
6.9
ASSUMPTION OF LIABILITIES BY BUYER.
EXCEPT
FOR THE LIABILITIES DESCRIBED IN SECTION 6.3(C), THE STATE TAXATION LIABILITIES
LISTED ON EXHIBIT E HERETO ("STATE TAX LIABILITIES") AND THE LIABILITIES FOR
WHICH THE SELLER WILL INDEMNIFY THE BUYER PURSUANT TO SECTION 8.3(A) (II),
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, THE BUYER
SHALL ASSUME ANY KNOWN AND UNKNOWN LIABILITIES OF THE GOLD BUSINESS (OR ANY
PREDECESSOR OWNER OF ALL OR PART OF THE GOLD BUSINESS AND ASSETS) IN EXISTENCE
PRIOR TO AND SUBSEQUENT TO CLOSING (THE "ASSUMED LIABILITIES").
6.10
DELIVERY OF TITLE TO REAL PROPERTY.
AS SOON AS
REASONABLY PRACTICABLE AFTER THE CLOSING, THE SELLER SHALL OBTAIN AND CAUSE TO
BE DELIVERED TO THE BUYER, WITH RESPECT TO ANY REMAINING REAL PROPERTY, ANY AND
ALL DOCUMENTS REQUIRED TO TRANSFER SUCH PROPERTY BY DEED INTO THE NAME OF LDMA,
GPAA OR AS OTHERWISE DIRECTED BY THE BUYER.
6.11
FURTHER ASSURANCES.
SUBJECT TO THE PROVISOS IN
SECTION 6.1 AND SECTION 6.2, THE PARTIES SHALL COOPERATE REASONABLY WITH EACH
OTHER AND WITH THEIR REPRESENTATIVES IN CONNECTION WITH ANY STEPS REQUIRED TO BE
TAKEN AS PART OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT, AND SHALL
(A) FURNISH UPON REQUEST TO EACH OTHER SUCH FURTHER INFORMATION, (B) EXECUTE AND
DELIVER TO EACH OTHER SUCH OTHER DOCUMENTS, (C) TRANSFER ANY ASSETS IDENTIFIED
AFTER THE CLOSING AS BEING GOLD BUSINESS ASSETS AND (D) DO SUCH OTHER ACTS AND
THINGS, ALL AS THE OTHER PARTY MAY REASONABLY REQUEST FOR THE PURPOSE OF
CARRYING OUT THE INTENT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY.
6.12
BURNT RIVER CAMP, OREGON PROPERTY.
BUYER
ACKNOWLEDGES THAT THE REAL PROPERTY COMMONLY KNOWN AS BURNT RIVER CAMP, OREGON
AND LOCATED AT 28089 BURNT RIVER CANYON LANE, BAKER CITY, OREGON IS CURRENTLY
ENCUMBERED BY THAT CERTAIN TRUST DEED (THE "OREGON DEED OF TRUST") MADE BY