SJCC also waives any rights it may
have to revise or otherwise seek any adjustments to past invoices for the
period(s) for which audits are waived; provided however that BBNMC shall have
the right to submit Final December 2015 Invoices as contemplated in this
Agreement. Upon Utilities' request, BBNMC and/or SJCC shall supply Utilities, by
report and/or with actual source documents, the information reasonably necessary
to verify the Final December 2015 Invoices; provided, however, that BBNMC and
SJCC shall not be required to disclose information which in its reasonable
opinion is of a confidential nature due to the relationship of such information
to SJCC's operations.
Section 6- Release of the Parties' Obligations
EXCEPT TO THE EXTENT SPECIFIC OBLIGATIONS ARE DESCRIBED IN OTHER SECTIONS OF
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION BY REFERENCE TO THE UG-CSA,
EFFECTIVE AS OF THE CLOSING, BBNMC,
5
SJCC, AND THE UTILITIES, FOR THEMSELVES, AND ALL SAN JUAN STATION OWNERS, IN
EACH CASE INCLUDING, AFFILIATES, SUCCESSORS AND ASSIGNS THEREOF (EACH, A
"RELEASING PARTY"), DOES HEREBY RELEASE AND ABSOLUTELY FOREVER DISCHARGE THE
OTHER PARTIES AND THEIR AFFILIATES (THE "UG-CSA RELEASED PARTIES") FROM AND
AGAINST ALL UG-CSA RELEASED MATTERS. "UG-CSA RELEASED MATTERS" MEANS ANY AND ALL
CLAIMS, DEMANDS, DAMAGES, INDEBTEDNESS, LIABILITIES, OBLIGATIONS, COSTS,
EXPENSES (INCLUDING ATTORNEYS' AND ACCOUNTANTS' FEES AND EXPENSES), ACTIONS AND
CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER NOW KNOWN OR UNKNOWN,
SUSPECTED OR UNSUSPECTED, THAT ANY RELEASING PARTY HAS, OR AT ANY TIME
PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, WITH RESPECT TO ANY OF THE
UG-CSA RELEASED PARTIES: (A) WHICH ARISE FROM, OR ARE IN ANY MANNER RELATED TO
THE UG-CSA AT ANY TIME AND (B) WHICH ARISE FROM, OR ARE IN ANY MANNER RELATED
TO, THE CONDITION, MANAGEMENT, OPERATION, USE, OR LEASE OF THE SAN JUAN MINE,
THE LA PLATA MINE, AND THE HAUL ROAD, AND LANDS SUBJECT TO ASSOCIATED AGREEMENTS
AND RIGHTS-OF-WAY AT ANY TIME PRIOR TO THE CLOSING.
IT IS THE INTENTION OF THE RELEASING PARTIES IN EXECUTING THIS AGREEMENT,
INCLUDING THIS MUTUAL RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION
CALLED FOR UNDER THIS AGREEMENT, THAT THE RELEASE CONTAINED IN THIS RELEASE
SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL
RELEASE OF THE UG-CSA RELEASED PARTIES FROM ALL UG-CSA RELEASED MATTERS AND THE
FINAL RESOLUTION BY THE RELEASING PARTIES AND THE UG-CSA RELEASED PARTIES OF ALL
UG-CSA RELEASED MATTERS. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS
SECTION SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS
RELEASE, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT. EACH RELEASING PARTY
HEREBY REPRESENTS AND WARRANTS THAT IT HAS NOT KNOWINGLY ASSIGNED OR TRANSFERRED
OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY UG-CSA RELEASED MATTER.
THE PROVISIONS OF THIS SECTION 6 SHALL NOT APPLY TO A CLAIM FOR BREACH OF THIS
AGREEMENT.
Section 7 - Termination and Release of BHP Minerals International, LLC,
Guarantor
Effective as of the Closing, the Utilities hereby terminate the Parent
Guarantee, dated January