No Rights or Claims. As of the Closing no Seller shall have any rights in Shagrir (other than by virtue of their holdings of the Pointer Shares) and any and all such rights previously granted to the Seller shall be terminated. Each Seller hereby irrevocably waives, on its behalf and on behalf of any of its shareholders, directors and representatives, any right and/or claim and/or demand whatsoever against Shagrir.
No Rights or Claims. All surface Improvements described in the definition of Covered Properties are located in Covered Property and, with respect to each Covered Property on which surface Improvements are located, there are no rights or claims of parties in possession not shown by the public records, encroachments, overlaps, boundary line disputes or other matters which would be disclosed by an accurate survey or inspection of the premises except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Also with respect to Unpatented Claims: The applicable Loan Party shall pay all fees required by any Governmental Authority or required by law in order to maintain the Unpatented Claims and Mill Sites included within the Mortgaged Property to the extent required to avoid a Material Adverse Effect. The applicable Loan Party will timely record with the appropriate county or other applicable Governmental Authority and file with the appropriate United States agency or other applicable Governmental Authority any required affidavits, notices of intent to hold, and any other documents in proper form attesting to the payment of the governmental fees and intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim and site and to the extent required to avoid a Material Adverse Effect. The applicable Loan Party shall perform any required assessment work for the purposes of preserving and maintaining ownership of the claims, in good faith belief of its validity as annual assessment work and in accordance with the standard of care of a reasonable mining company engaged in like work in the vicinity in which it is performed to the extent required to avoid a Material Adverse Effect. The applicable Loan Party will timely record with the appropriate county or other applicable Governmental Authority and file with the appropriate United States agency or other applicable Governmental Authority any required affidavits of annual assessment work and any other documents in proper form attesting to the assessment work completed to hold the claims, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim, and in each case to the extent required to avoid a Material Adverse Effect.
