Representations and Warranties Title to Assets. INDEMNITIES 2 3.1 Representations and Warranties of Both Participants 2 3.2 Disclosures 2 3.3 Record Title 3 3.4 Loss of Title 3 Article 4 RELATIONSHIP OF THE PARTICIPANTS 3 4.1 No Partnership 3 4.2 Tax Operator 3 4.3 Other Business Opportunities 3 4.4 Waiver of Rights to Partition or Other Division of Assets 3 4.5 Transfer or Termination of Rights to Properties 3 4.6 Implied Covenants 3 4.7 No Third Party Beneficiary Rights 4 Article 5 CONTRIBUTIONS BY PARTICIPANTS 4 5.1 Initial Contributions 4 Article 6 INTERESTS OF PARTICIPANTS 4 6.1 Initial Participating Interests 4 6.2 Changes in Participating Interests 4 6.3 Documentation of Adjustments to Participating Interests 5 6.4 Guarantee of Kazco Loan 5 Article 7 MANAGER 5 7.1 Appointment 5 7.2 Powers and Duties of Manager 5 7.3 Resignation 6 7.4 Payments To Manager 6 Article 8 WITHDRAWAL AND TERMINATION 6 8.1 Termination by Expiration or Agreement 6 8.2 Withdrawal 6 8.3 Disposition of Assets on Termination 6 8.4 Continuing Authority 6
Representations and Warranties Title to Assets. INDEMNITIES 2
3.1 Representations and Warranties of the Members 3 3.2 Representations and Warranties of Patricx 3 3.3
Representations and Warranties Title to Assets. 5 2.1. Capacity of Participants .................................... 5 2.2. Representations and Warranties Relating to Property.......... 5 2.3. Remedies for Breach of Representations and Warranties of Title to the Properties.................................. 6 2.3.1. Loss of Title ....................................... 6 2.3.2. Less than 100% Interest.............................. 7 2.3.3. Third Party Claims................................... 7 2.4. Disclosures.................................................. 7 2.5.
Representations and Warranties Title to Assets. 2.1. Capacity of Participants Each of the parties hereto represents and warrants as follows:
2.1.1. That it is a corporation duly incorporated and in good standing in its state or province of incorporation and that it is qualified to do business and is in good standing in those jurisdictions where necessary in order to carry out the purposes of this Agreement;
2.1.2. That it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken;
2.1.3. That it will not breach any other agreement or arrangement by entering into or performing this Agreement; and
2.1.4. That this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms.
Representations and Warranties Title to Assets. INDEMNITIES 8 of Both Participants 8 Participants as to Properties 9 3.3 Disclosures 11 3.4 Record Title 11 3.5 Loss of Title 11 Based on Production 11 3.7 Indemnities/Limitation of Liability 12
Representations and Warranties Title to Assets. INDEMNITIES 3 3.1 Representations and Warranties of Each Participant 3 3.2 Representations and Warranties of EML and G8 4 3.3 Disclosures 6 3.4 Record Title 6 3.5 Loss of Title 6 3.6 Royalties, Production Taxes and Other Payments Based on Production 6 3.7 Indemnities/Limitation of Liability 6 3.8 Investment 8 ARTICLE IV RELATIONSHIP OF THE PARTICIPANTS 9 4.1 No Partnership 9 4.2 Federal Tax Elections and Allocations 9 4.3 Intentionally Left Blank 9 4.4 Intentionally Left Blank 9 4.5 Other Business Opportunities 9 4.6 Waiver of Rights to Partition or Other Division of Assets 10 4.7 Transfer or Termination of Rights to Properties 10 4.8 Implied Covenants 10 4.9 No Third Party Beneficiary Rights 10
Representations and Warranties Title to Assets. INDEMNITIES 5 3.1 Representations and Warranties of the Members 5 3.2 Representations and Warranties of GPXM 6 3.3 Disclosures 8 3.4 Loss of Title 9 3.5 Limitation of Liability 9 3.6 Indemnification 9 ARTICLE IV INTERESTS OF MEMBERS 10 4.1 Continuing Liabilities Upon Adjustments of Ownership Interests 10 4.2 Continuing Obligations and Environmental Liabilities 10 4.3 Grant of Lien and Security Interest 11 4.4 Subordination of Interests 11 ARTICLE V RELATIONSHIP OF THE MEMBERS 11 5.1 Transfer or Termination of Rights 11 5.2 Abandonment and Surrender of Properties 11 5.3 Supplemental Business Arrangement 12 5.4 Implied Covenants 12 5.5 No Third Party Beneficiary Rights 12 ARTICLE VI ACQUISITIONS WITHIN AREA OF INTEREST 12 6.1 General 12 6.2 Notice to Non-Acquiring Member 12 6.3 Option Exercised 13 6.4 Option Not Exercised 13 6.5 Non Compete Covenants 13 ARTICLE VII DISPUTES 13 7.1 Governing Law 13 7.2 Forum Selection 13 7.3 Arbitration 14 7.4 Dispute Resolution 14 ARTICLE VIII GENERAL PROVISIONS 14 8.1 Notices 14 8.2 Gender 16 8.3 Currency 16 8.4 Headings 16 8.5 Waiver 16 8.6 Modification 16 8.7 Force Majeure 16 8.8 Rule Against Perpetuities 17 8.9 Further Assurances 17 8.10 Entire Agreement; Successors and Assigns 17 8.11 Counterparts 00 Xxxxxxxxxx 1 – Quitclaim Deed Attachment 2 – Xxxx of Sale Attachment 3 – LLC Agreement Attachment 4 – Disclosure Schedule This Members’ Agreement (the “Agreement”) is made as of December 31, 2009 (“Effective Date”) between Golden Phoenix Minerals, Inc., a Nevada corporation (“GPXM”), the address of which is 0000 Xxxx Xxxxxx Xxx, #102, Sparks, Nevada, 89434, Scorpio Gold (US) Corporation, a Nevada corporation (“Scorpio US”), the address of which is 000 Xxxxxxx Xxxxxx, Xxx x’Or, Quebec, X0X 0X0, Xxxxxx and Scorpio Gold Corporation, a British Columbia corporation (“Scorpio Gold”) the address of which is 000 Xxxxxxx Xxxxxx, Xxx x’Xx, Xxxxxx, X0X 0X0, Xxxxxx.
Representations and Warranties Title to Assets. 34- 10.1 Capacity of Members...........................................-34- 10.2 Representations and Warranties of Each Member.................-35- 10.3 Joint Loss of Title...........................................-36- 10.4 Compliance with Agreements....................................-36- 10.5 Review of Title...............................................-36- ARTICLE 11. MEMBERS' DEFAULTS AND REMEDIES................................-37- 11.1 Events of Default.............................................-37- 11.2 Notice of Default.............................................-37- 11.3 Opportunity to Cure...........................................-37- 11.4 Rights upon Default...........................................-38- 11.4.1 Loan................................................-38- 11.4.2 Dilution............................................-38- 11.4.3 Termination.........................................-38- 11.5 Remedies Not Exclusive........................................-38-
Representations and Warranties Title to Assets. INDEMNITIES 7
Representations and Warranties Title to Assets. INDEMNITIES 3 3.1 Representations and Warranties of Both Participants 3 3.2 Representations and Warranties of Canyon 3 3.3 Disclosures 5 3.4 Record Title 5 3.5 Loss of Title 5 3.6 Royalties, Production Taxes and Other Payments Based on Production 6 3.7 Indemnities/Limitation of Liability 6
