Common use of Assignor’s Obligations Clause in Contracts

Assignor’s Obligations. The ASSIGNOR is obliged to: a) Provide to the ASSIGNEE all the information that is requested and that it has in its power, as well as to sign, evidence, comply with any other requirement necessary and exercise all the legal actions that are required, with the purpose of obtaining, whenever required, any such authorizations in order for the ASSIGNEE to exercise the rights conferred herein; b) Assist during the term of the Agreement to resolve any contingency that may affect the legal status of the CONCESSIONS, and that may prevent or limit to exercise the rights herein granted to ASSIGNEE, being the Assignor obliged to indemnify and hold harmless the ASSIGNEE, without any limitation whatsoever, from any contingency derived from any liability of ASSIGNOR due to causes existing prior to the execution of this Agreement, including, without limitation, due to hidden liabilities, that result in the filing of claims, demands, notices or any other acts, whether of federal, local or municipality authorities or of any third party with interest over the CONCESSIONS, expressly but not limited to, fiscal, labor, social security, administrative or mainly environmental nature with regards to the reps and warranties made by the ASSIGNOR in this Agreement, by contingencies that arise from any event of default, whether such default is total or partial, in connection with the obligations assumed by the ASSIGNOR by virtue of the CONCESSIONS or regarding the activities and operations that were carried out by ASSIGNOR over the lots provided under the CONCESSIONS, as well as by eviction, nullity, revocation or loss of the rights granted by the CONCESSIONS due to previous causes to the execution of this Agreement or in the event that the Authority does not authorize the registration of this assignment; c) Assign the CONCESSIONS to the ASSIGNEE free from all charges, liens, encumbrances, according to the provisions of this Agreement and the recitals of the ASSIGNOR, save for that stated in the Third Clause of this Agreement; d) Assume and comply with its obligations of labor, social security and fiscal nature as well as any other applicable, regarding its own workers and contractors, obliging to release and hold the ASSIGNEE harmless from any claim, demand, accusation or complaint that may arise against it, by the workers or contractors of the ASSIGNOR or by the authorities of labor or administrative jurisdiction, derived from all those acts carried out by ASSIGNOR in the CONCESSIONS prior to the execution date of this Agreement and by those exploration works that pursuant with the Eighth Clause of this Agreement the ASSIGNOR may carry out. e) Carry out all necessary actions, and in the given case, sign, prove and comply with any other necessary requirement to obtain the registration in its favor (as Assignee and Titleholder) before the PMR of the Concessions named "LULU" and "LA F▇ ▇▇". f) Carry out all necessary actions and make the best efforts, cooperating, assisting and executing any act, document, requirement or formal request to obtain from the General Direction of Mines, the Concession title over the lot named "G▇▇▇▇▇▇▇▇" within 6 months after the ratification of this Agreement. g) Sign and execute with ASSIGNEE the Assignment of Rights over Mining Concession Agreement upon the concession title named "G▇▇▇▇▇▇▇▇" (substantially, under the same terms and conditions stated herein) within the next 5 business days following the authorization of the Procedure Request by the General Direction of Mines. The aforementioned, to carry out its transfer in favor of the ASSIGNEE free from any encumbrance or domain limitation, as the consideration agreed upon herein includes the transfer of said concession in favor of ASSIGNEE. h) Cooperate and assist the ASSIGNEE, in executing, evidencing, complying with any other requirement and exercising all the legal actions necessary to obtain the registration of this Agreement in the PMR.

Assignor’s Obligations. The ASSIGNOR is will be obliged to: a) Provide to the ASSIGNEE all the information that is requested and that it has in its power, as well as to sign, evidence, comply with any other necessary requirement necessary and exercise all the legal actions that are required, with the purpose of obtaining, whenever required, any such authorizations in order for the ASSIGNEE to exercise exercises the rights conferred herein; b) Assist during File and execute before Notary Public, to its entire cost, the release and cancellation of the Mortgage Guaranty, as well as to file for the cancellation of its registration before the PMR within the term stated in the Third Clause of the Agreement this Agreement. c) Assist to resolve solve any contingency that may affect the legal status of the CONCESSIONS, and that may prevent prevent, limit or limit to exercise hinder the enforcement of the rights herein granted to ASSIGNEE, being compelled to release the Assignor obliged ASSIGNEE and holding it harmless from any liability and to indemnify and hold harmless the ASSIGNEE, it without any limitation whatsoever, from whatsoever in connection with any contingency liability derived from any liability of ASSIGNOR due to causes existing prior to the execution of this Agreement, including, without limitation, due to hidden liabilities, that result in the filing of claims, demands, notices or any other acts, whether of federalFederal, local State or municipality Local authorities or of any third party with interest interests over the CONCESSIONS, expressly but not limited towithout limitation, of any fiscal, labor, social security, administrative or mainly environmental nature with regards to the reps and warranties representations made by the ASSIGNOR in this Agreement, by contingencies that arise from any event of default, whether such default is total or partial, in connection with regarding the obligations assumed by the ASSIGNOR by virtue of the CONCESSIONS or regarding the activities and operations that were carried out by ASSIGNOR over the lots provided under the CONCESSIONSlots, as well as by eviction, nullity, revocation or loss of the rights granted by that the CONCESSIONS due to previous causes that are triggered prior to the execution of this Agreement or in if the event that the Authority competent authority does not authorize the registration of this assignment; cd) Assign the CONCESSIONS to the ASSIGNEE free from all charges, liens, encumbrancesencumbrances or limitations of domain of any kind, according to the provisions of this Agreement and the recitals of the ASSIGNOR, save for that stated in the Third Clause of this Agreement; de) Assume and comply with its obligations of labor, social security and fiscal nature nature, as well as any other applicable, regarding its own workers and contractors, obliging to release and hold the ASSIGNEE harmless from any claim, demand, accusation or complaint that may arise against it, by the workers or contractors of the ASSIGNOR or by the authorities of labor or administrative jurisdiction, derived from all those acts due to the activities carried out by ASSIGNOR in the CONCESSIONS prior lots up to the execution date of this Agreement and by those exploration works that pursuant with the Eighth Clause of this Agreement the ASSIGNOR may carry out. e) Carry out all necessary actions, and in the given case, sign, prove and comply with any other necessary requirement to obtain the registration in its favor (as Assignee and Titleholder) before the PMR of the Concessions named "LULU" and "LA F▇ ▇▇". f) Carry out all necessary actions and make the best efforts, cooperating, assisting and executing any act, document, requirement or formal request to obtain from the General Direction of Mines, the Concession title over the lot named "G▇▇▇▇▇▇▇▇" within 6 months after the ratification execution of this Agreement. g) Sign and execute with ASSIGNEE the Assignment of Rights over Mining Concession Agreement upon the concession title named "G▇▇▇▇▇▇▇▇" (substantially, under the same terms and conditions stated herein) within the next 5 business days following the authorization of the Procedure Request by the General Direction of Mines. The aforementioned, to carry out its transfer in favor of the ASSIGNEE free from any encumbrance or domain limitation, as the consideration agreed upon herein includes the transfer of said concession in favor of ASSIGNEE. hf) Cooperate and assist the ASSIGNEE, in whether executing, evidencing, complying with any other requirement and exercising all the legal actions which are necessary to obtain the registration of this Agreement in the PMR.

Assignor’s Obligations. The ASSIGNOR is obliged to: a) Provide to Unless otherwise provided for herein, the ASSIGNEE all Assignor agrees that the information that is requested and that it has Assignee shall not be responsible for any debts, obligations or liabilities incurred by the Assignor in its power, as well as to sign, evidence, comply with any other requirement necessary and exercise all the legal actions that are required, connection with the purpose of obtaining, whenever required, any such authorizations in order for the ASSIGNEE to exercise the rights conferred herein; b) Assist during the term ownership and operation of the Agreement to resolve any contingency that may affect the legal status of the CONCESSIONS, and that may prevent or limit to exercise the rights herein granted to ASSIGNEE, being the Assignor obliged to indemnify and hold harmless the ASSIGNEE, without any limitation whatsoever, from any contingency derived from any liability of ASSIGNOR due to causes existing Assets prior to the execution Effective Date or for Assignor’s share of this Agreementthe same after the Effective Date (collectively the “Retained Liabilities”), including, without limitation, due : (1) claims for injury to hidden liabilities, that result in the filing of claims, demands, notices a person or property; (2) any other acts, whether of federal, local or municipality authorities or of any third party Taxes payable with interest over the CONCESSIONS, expressly but not limited to, fiscal, labor, social security, administrative or mainly environmental nature with regards respect to the reps Assets, save and warranties made by except any sales or other transfer taxes resulting from the ASSIGNOR in consummation of this Agreementtransaction, by contingencies which will be the responsibility of the Assignee; (3) liabilities or obligations arising prior to the Effective Date or as a result of the Closing to any employees, agents or independent contractors of the Assignor; and (4) any and all other obligations of the Assignor that arise from any event of default, whether such default is total or partial, in connection with the obligations are not expressly assumed by the ASSIGNOR Assignee in this AGREEMENT. In the event any claim is made by virtue any person against the Assignee as a result of or arising out of the CONCESSIONS Assignor’s ownership or operation of the Assets prior to the Effective Date, or regarding the activities and operations that were carried out by ASSIGNOR over the lots provided under the CONCESSIONS, as well as by eviction, nullity, revocation or loss any of the rights granted by Retained Liabilities, then the CONCESSIONS due to previous causes to Assignor shall defend the execution of this Agreement or in the event Assignee against that the Authority does not authorize the registration of this assignment; c) Assign the CONCESSIONS to the ASSIGNEE free from all charges, liens, encumbrances, according to the provisions of this Agreement and the recitals of the ASSIGNOR, save for that stated in the Third Clause of this Agreement; d) Assume and comply with its obligations of labor, social security and fiscal nature as well as any other applicable, regarding its own workers and contractors, obliging to release claim and hold the ASSIGNEE Assignee harmless from any claimand all loss, demandliability and expense reasonably incurred in connection therewith, accusation or complaint that may arise against it, by the workers or contractors including attorneys’ fees. The indemnities of the ASSIGNOR or by Parties under this ARTICLE VII shall survive the authorities Closing without time limitation. Section 8.1 Disposal, Well Plugging, Lease Abandonment and Indemnity A. Assignor will remain liable for the assessment, remediation, removal, transportation, and disposal of labor or administrative jurisdictionwastes, derived asbestos, hazardous substances and naturally occurring radioactive material (“NORM”) from all those acts carried out by ASSIGNOR the Assets in the CONCESSIONS existence prior to the execution date Closing Date. As of this Agreement the Closing Date, Assignor and by those exploration works that pursuant Assignee will be liable commensurate with the Eighth Clause interests owned by Assignor and Assignee in the Assets for the assessment, remediation, removal, transportation, and disposal of this Agreement wastes, asbestos, hazardous substances and NORM from the ASSIGNOR may carry outAssets and associated activities occurring after the Closing Date. e) Carry out all necessary actionsB. Subject to Section 8.2 below, as of the Closing Date, Assignee shall assume liability for and in the given case, sign, prove and agrees to comply with any other necessary requirement all laws and governmental regulations with respect to obtain the registration in its favor (as Assignee and Titleholder) before the PMR abandonment of ▇▇▇▇▇ and/or abandonment of the Concessions named "LULU" and "LA F▇ ▇▇". f) Carry out all necessary actions and make Assets limited to the best effortsinterests conveyed at Closing including, cooperating, assisting and executing any act, document, requirement or formal request to obtain from the General Direction of Mineswhere applicable, the Concession title over the lot named "Gplugging of ▇▇▇▇▇▇▇▇" within 6 months after , the ratification of this Agreement. g) Sign and execute compliance with ASSIGNEE the Assignment of Rights over Mining Concession Agreement upon the concession title named "Glaws or rules regarding inactive or unplugged ▇▇▇▇▇, including bonding requirements, and restoration as specified in the leases. C. EXCEPT AS OTHERWISE PROVIDED IN SECTION 8.2 BELOW, THE PARTIES AGREE TO RELEASE, PROTECT, DEFEND, INDEMNIFY AND HOLD EACH OTHER, THEIR PARENT CORPORATIONS, SUBSIDIARIES AND AFFILIATES AND ALL OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FREE AND HARMLESS FROM AND AGAINST ANY AND ALL COSTS, EXPENSES, CLAIMS, DEMANDS, AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER ARISING OUT OF, INCIDENT TO, OR IN CONNECTION WITH THE ABANDONMENT OF ▇▇▇" (substantially▇▇ AND/OR ABANDONMENT OF AND PROPER DISPOSITION OF ANY ASSETS ON OR AFTER THE CLOSING DATE, under the same terms and conditions stated herein) within the next 5 business days following the authorization of the Procedure Request by the General Direction of Mines. The aforementionedLIMITED TO THE INTERESTS CONVEYED AT CLOSING, to carry out its transfer in favor of the ASSIGNEE free from any encumbrance or domain limitationINCLUDING, as the consideration agreed upon herein includes the transfer of said concession in favor of ASSIGNEE. h) Cooperate and assist the WITHOUT LIMITATION, THE LEASES, PLATFORMS, STRUCTURES, PIPELINES, MATERIALS, LAND, ▇▇▇▇▇, CASING, EQUIPMENT, AND OTHER PERSONAL PROPERTY, PLUGGING REQUIREMENTS OR EXCEPTIONS THERETO, INCLUDING BONDING REQUIREMENTS, REGARDLESS OF WHETHER THE LIABILITY THEREFOR IS BASED IN WHOLE OR IN PART UPON SOME ALLEGED ACT, NEGLIGENCE OR OMISSION OF ASSIGNOR, OR OF THE ASSIGNEE, in executing, evidencing, complying with any other requirement and exercising all the legal actions necessary to obtain the registration of this Agreement in the PMROR OF SOME OTHER PARTY.