MATERIALS, SUPPLIES AND EQUIPMENT FROM THE CLAIMS, PROVIDED HOWEVER, THAT THE
OPTIONEE MAY RETAIN ORE AND AT THE COST OF THE OPTIONEE, DISPOSE OF ANY SUCH
MATERIALS, SUPPLIES OR EQUIPMENT NOT REMOVED FROM THE CLAIMS WITHIN ONE-HUNDRED
AND EIGHTY (180) DAYS OF RECEIPT OF SUCH NOTICE BY THE OPTIONOR.
(D)
ENSURE THAT ALL WORK, WHICH HAS BEEN
CONDUCTED ON THE CLAIMS AND THAT QUALIFIES FOR ASSESSMENT HAS BEEN FILED FOR
ASSESSMENT AND THAT THE CLAIMS ARE IN GOOD STANDING FOR A MINIMUM OF ONE YEAR
FOLLOWING TERMINATION, AND
(E)
TRANSFER TO OPTIONOR'S DESIGNEE GOOD AND
MARKETABLE TITLE TO EACH OF THE CLAIMS AND THE RIGHTS THEREUNDER, FREE FROM ALL
ENCUMBRANCE, LIEN OR LIMITATION OF OWNERSHIP EXCEPT THOSE DESCRIBED IN
ATTACHMENT 1 TO THIS AGREEMENT, AND WITH THE WARRANTY THAT AS OF THE DATE OF
SUCH TRANSFER, ALL OF THE OBLIGATIONS STATED IN PARAGRAPHS 8.1(A), 8.1(B) AND
11.3(D) OF THIS AGREEMENT HAVE BEEN FULFILLED, AND TO DO ALL SUCH OTHER AND
FURTHER ACTS AS REASONABLY MAY BE REQUESTED BY THE OPTIONOR TO RENDER THE TITLE
TO SUCH CONCESSIONS AND THE RIGHTS THEREUNDER FREE AND CLEAR OF ANY AND ALL
DEFECTS, LIENS, ENCUMBRANCES AND CLAIMS OF RIGHT, TITLE OR INTEREST ARISING BY,
THROUGH OR UNDER THE OPTIONEE.
11.4
THE OPTIONOR HEREBY IRREVOCABLY APPOINTS DOUGLAS D. FOOTE THEIR
AGENT AND REPRESENTATIVE FOR RECEIPT OF NOTICES AND INFORMATION UNDER THIS
AGREEMENT.
11.5
(A) CONCURRENTLY WITH THE EXECUTION OF THIS AGREEMENT, THE OPTIONEE
SHALL CAUSE TO BE DULY EXECUTED BEFORE A NOTARY PUBLIC IN MEXICO A SPECIAL POWER
OF ATTORNEY FROM THE OPTIONEE AS GRANTOR TO A PERSON OR PERSONS TO BE DESIGNATED
BY THE OPTIONOR AS ATTORNEY(S)-IN-FACT EMPOWERING THE ATTORNEY(S)-IN-FACT TO
TRANSFER THE CLAIMS TO A PERSON OR ENTITY DESIGNATED BY THE OPTIONOR, TOGETHER
WITH A RELATED LETTER (WHICH SPECIAL POWER OF ATTORNEY AND LETTER ARE
HEREINAFTER CALLED THE "ESCROW DOCUMENTS" AND THE FORMS OF WHICH ARE ATTACHED TO
THIS AGREEMENT AS ATTACHMENT 2). THE OPTIONEE SHALL CAUSE THE EXECUTED ESCROW
DOCUMENTS TO BE DEPOSITED WITH GORDON J. FRETWELL LAW CORPORATION (HEREINAFTER
CALLED THE "ESCROW HOLDER") AS SOON AS POSSIBLE AFTER EXECUTION OF THIS
AGREEMENT. THE OPTIONEE SHALL PAY ALL FEES OF THE ESCROW HOLDER IN CONNECTION
WITH THIS MATTER.
(B)
SUBJECT TO THE PROVISO OF THIS SUBPARAGRAPH,
THE OPTIONOR AND THE OPTIONEE HEREBY INSTRUCT THE ESCROW HOLDER AS FOLLOWS:
I)
TO DELIVER THE ESCROW DOCUMENTS TO THE
MAKER OF THE AFFIDAVIT REFERRED TO BELOW UPON RECEIPT BY THE ESCROW HOLDER OF AN
AFFIDAVIT SWORN BY KLAUS GENSSLER OR DOUGLAS D. FOOTE TO THE EFFECT THAT THIS
AGREEMENT HAS TERMINATED IN ACCORDANCE WITH ITS TERMS AND SPECIFYING THE
PROVISION UNDER WHICH SUCH TERMINATION OCCURRED; OR
9
II)
TO DELIVER THE ESCROW DOCUMENTS TO THE
OPTIONEE UPON RECEIPT BY THE ESCROW HOLDER OF AN AFFIDAVIT SWORN BY A SENIOR
OFFICER OF THE OPTIONEE STATING THAT ALL THE PAYMENTS REQUIRED UNDER THIS
AGREEMENT, EXCEPT NSR PAYMENTS, HAVE BEEN PAID IN FULL AND THE SHARES REFERRED
TO IN PARAGRAPH 2(A) HAVE BEEN DELIVERED;
PROVIDED THE ESCROW