Initial Capital Contributions of Trinity Alps. As its initial Capital Contribution, Trinity Alps shall assign, transfer, convey and deliver to the Company title to the Claims, by quitclaim deed and/or assignment, as applicable, and all of its rights, title and interest in and to the improvements to, and fixtures on, the land on which the Claims are located. Trinity Alps shall assign, transfer, convey and deliver the Claims to the Company and, except for those certain representations, warranties and covenants made by Trinity Alps in Section 8.1 of the Initial Agreement, which are also made as of the Effective Date and are incorporated herein by reference, Trinity Alps assigns, transfers, conveys and delivers the Claims to the Company “AS IS,” “WHERE IS,” and “HOW IS,” in the Claims’ present condition. The agreed value of the Claims is Four Hundred Eighty-Four Thousand Dollars ($484,000 US). The agreed value for the contributed aggregated improvements to the land on which the Claims are located is Three Hundred Sixty-Six Thousand Dollars ($366,000 US). The agreed value for the contributed fixtures on the land on which the Claims are located is One Hundred Forty-Two Thousand Dollars ($142,000 US). The Initial Members acknowledge that Trinity Alps’ contribution of the Claims shall not include any or all of its rights relating to the exploitation and operation of all or any part of the Claims, including, without limitation, all equipment, permits, leases, easements, rights of way, licenses, options, agreements, contracts, books, records, engineering studies or reports, environmental reports, feasibility studies, geologic data, maps, surveys, operating equipment, warranties, water rights, pipelines, reclamation and/or performance bonds, insurance policies, orders, tanks, pumps, power lines, logs, chemicals, solutions, tools, communication systems, roads, inventories, warehouse stock, plants and all other pertinent personal property, systems, information, apparatus and facilities relating in any way to the exploitation and/or development of the Claims and/or appurtenant or attributable thereto, whether similar or dissimilar to the foregoing (collectively, the “Operating Assets”). The Initial Members further acknowledge that Trinity Alps has contributed the Operating Assets to the Operating Company.
Initial Capital Contributions of Trinity Alps. As its initial Capital Contribution, Trinity Alps shall assign, transfer, convey and deliver to the Company any and all of its rights relating to the exploitation and operation of all or any part of the Claims, including, without limitation, all equipment, permits, leases, easements, rights of way, licenses, options, agreements, contracts, books, records, engineering studies or reports, environmental reports, feasibility studies, geologic data, maps, surveys, operating equipment, warranties, water rights, pipelines, reclamation and/or performance bonds, insurance policies, orders, tanks, pumps, power lines, logs, chemicals, solutions, tools, communication systems, roads, inventories, warehouse stock, plants and all other pertinent personal property, systems, information, apparatus and facilities relating in any way to the exploitation and/or development of the Claims and/or appurtenant or attributable thereto, whether similar or dissimilar to the foregoing (collectively, the “Operating Assets”). Trinity Alps shall assign, transfer and convey the Operating Assets to the Company “AS IS,” “WHERE IS” and in their present condition. Trinity Alps hereby expressly disclaims any warranties of title, merchantability, serviceability, adequacy for operations and fitness for a particular use or purpose of any and all of the Operating Assets.
