BASIS, BUT NOT EXCEEDING THE AMOUNT PAID BY THE INDEMNIFYING PARTY TO
SUCH
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INDEMNIFIED PARTY IN RESPECT OF SUCH LOSSES.
NO REPRESENTATION, WARRANTY,
COVENANT, OR AGREEMENT CONTAINED IN THIS AGREEMENT IS FOR THE BENEFIT OF ANY
INSURER.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1
ENTIRE AGREEMENT.
THIS AGREEMENT (TOGETHER WITH THE
DISCLOSURE SCHEDULES, OTHER SCHEDULES AND EXHIBITS ANNEXED HERETO) AND THE OTHER
TRANSACTION DOCUMENTS CONTAIN, AND ARE INTENDED AS, A COMPLETE STATEMENT OF ALL
OF THE TERMS OF THE AGREEMENTS AMONG THE PARTIES WITH RESPECT TO THE MATTERS
PROVIDED FOR HEREIN AND THEREIN, AND SUPERSEDE AND DISCHARGE ANY PREVIOUS
AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO THOSE MATTERS;
PROVIDED, HOWEVER, THAT THE CONFIDENTIALITY AGREEMENT SHALL SURVIVE THE
EXECUTION AND DELIVERY HEREOF AND THE CLOSING HEREUNDER AND CONTINUE IN FULL
FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS.
SECTION 8.2
GOVERNING LAW; LANGUAGE.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO ANY
CHOICE OR CONFLICTS OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
THIS AGREEMENT
HAS BEEN NEGOTIATED AND EXECUTED BY THE PARTIES IN ENGLISH.
IN THE EVENT ANY
TRANSLATION OF THIS AGREEMENT IS PREPARED FOR CONVENIENCE OR ANY OTHER PURPOSE,
THE PROVISIONS OF THE ENGLISH VERSION SHALL GOVERN.
CERTAIN SCHEDULES AND/OR
EXHIBITS TO THIS AGREEMENT ARE BEING EXECUTED IN BOTH ENGLISH AND SPANISH OR
GERMAN.
IF ANY DOUBT, MISUNDERSTANDING OR DISPUTE ARISES IN THEIR
INTERPRETATION, THE ENGLISH VERSION SHALL GOVERN.
SECTION 8.3
DISPUTE RESOLUTION.
ANY CONTROVERSY, CLAIM, OR DISPUTE
BETWEEN THE PARTIES THAT ARISES OUT OF OR RELATES TO THIS AGREEMENT, INCLUDING
ANY CLAIM OR CONTROVERSY RELATING TO THE INTERPRETATION, BREACH, TERMINATION, OR
INVALIDITY OF ANY PROVISION HEREOF, SHALL BE EXCLUSIVELY AND FINALLY SETTLED
PURSUANT TO AND IN ACCORDANCE WITH THE DISPUTE RESOLUTION AGREEMENT.
SECTION 8.4
HEADINGS.
THE ARTICLE AND SECTION HEADINGS OF THIS
AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND ARE TO BE GIVEN NO EFFECT IN THE
CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.
SECTION 8.5
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER
SHALL BE IN WRITING AND SHALL BE DELIVERED PERSONALLY, TELECOPIED (IF RECEIPT OF
WHICH IS CONFIRMED BY THE PERSON TO WHOM SENT), OR SENT BY INTERNATIONALLY
RECOGNIZED OVERNIGHT DELIVERY SERVICE TO THE PARTIES AT THE FOLLOWING ADDRESSES
(OR TO SUCH OTHER PERSON OR ADDRESS FOR A PARTY AS SPECIFIED BY SUCH PARTY BY
LIKE NOTICE) (NOTICE SHALL BE DEEMED GIVEN AND RECEIVED UPON RECEIPT, IF
DELIVERED PERSONALLY, BY OVERNIGHT DELIVERY SERVICE OR BY TELECOPY, OR ON THE
THIRD BUSINESS DAY FOLLOWING MAILING, IF MAILED, EXCEPT THAT NOTICE OF A CHANGE
OF ADDRESS SHALL NOT BE DEEMED GIVEN AND RECEIVED UNTIL ACTUALLY RECEIVED):
50
(A)
IF TO APEX, APEX SWEDEN, OR APEX LUXEMBOURG, TO IT AT:
c/o Apex Silver Mines Corporation
1700