Bxxxxxx Gold U. S. shall sell, convey, assign, transfer and deliver to Bald Mountain Buyer, and Bald Mountain Buyer shall purchase from Bxxxxxx Gold U.S., free and clear of all Encumbrances other than Permitted Encumbrances, all of Bxxxxxx Gold U.S.’s right, title and interest in, to and under all assets, properties and rights Relating to the Bald Mountain Mining Business, whether real, personal or mixed, tangible or intangible, whether now existing or hereafter acquired, of each kind and description, wherever situated (other than the Excluded Assets), including all of Bxxxxxx Gold U.S.’ right, title and interest in and to the following assets, properties and rights (collectively, the “Bald Mountain Mining Assets”):
(i) the Owned Real Property described in Schedule 2.1(a)(i);
(ii) the Leased Real Property described in Schedule 2.1(a)(ii);
(iii) the Owned Mining Claims described in Schedule 2.1(a)(iii);
(iv) the Leased Mining Claims described in Schedule 2.1(a)(iv);
(v) all Improvements located on such Owned Real Property, Leased Real Property, Owned Mining Claims and Leased Mining Claims;
(vi) all Access Rights Relating to the Bald Mountain Mining Business;
(vii) the Water Rights described in Schedule 2.1(a)(vii);
(viii) all Mining Rights within the areas depicted in blue on Exhibit A, unless specifically excluded herein;
(ix) all Royalties on the Bald Mountain Mining Assets payable to Bxxxxxx Gold U.S., including the Hagers Royalty;
(x) all Tangible Property Relating to the Bald Mountain Mining Business, including the haul trucks, loaders, shovels and other material fleet assets set out on Schedule 2.1(a)(x);
(xi) all Inventory Relating to the Bald Mountain Mining Business;
(xii) all Contracts Relating to the Bald Mountain Mining Business, except for those set forth in Schedule 2.1(a)(xii);
(xiii) all Permits Relating to the Bald Mountain Mining Business, except (A) those set forth in Schedule 2.1(a)(xiii) and (B) the Bald Mountain Exploration Permits;
(xiv) all Intellectual Property Relating to the Bald Mountain Mining Business, including the Intellectual Property set forth in Schedule 2.1(a)(xiv), but only to the extent it is transferable without restriction by Bxxxxxx Gold U.S.;
(xv) all deposits, advance payments and prepaid expenses paid by Bxxxxxx Gold U.S. in connection with the Bald Mountain Mining Business;
(xvi) originals, or where not available, copies, of all Books and Records Relating to the Bald Mountain Mining Business;
(xvii) all claims, choses in action,...
Bxxxxxx Gold U. S. holds title to, or a valid and enforceable leasehold or subleasehold interest in, the Tangible Property and Improvements used or held in connection with the Bald Mountain Mining Business, free and clear of all Encumbrances except for Permitted Encumbrances. The Bald Mountain Mining Assets consisting of equipment, machinery, vehicles and other Tangible Property that are material and are used regularly in the Bald Mountain Mining Business have been maintained in all material respects in the ordinary course consistent with standard industry practice.
