EXHIBIT 10.23
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of September 27, 1994, by
and between Xxxxx X. XxXxxxxx (the "Assignor") and Cordilleras Silver Mines
Ltd., a Bahamian corporation (the "Assignee").
W I T N E S S E T H:
WHEREAS, pursuant to the provisions of the Cordilleras Shareholders
Agreement, dated as of July 20, 1994, by and between the Assignor, the Assignee,
and Xxxxxx X. Xxxxxx, the Assignor (i) desires to assign, transfer, convey and
deliver to the Assignee, all of the rights, licenses, title and interest in and
to the mining exploitation concession named "El Ocote #1" (the "El Ocote
Assets"), which the Assignor acquired under a mining agreement between the
Assignor and Compania Minera El Ocote, E. de X.X., dated June 24, 1994 (the "El
Ocote Agreement"), and (ii) desires to be released from any and all further
obligations under the El Ocote Agreement; and
WHEREAS, the Assignee (i) seeks to acquire and accept all of the
Assignor's right, license, title and interest in and to the El Ocote Assets, and
(ii) seeks to assume the Assignor's obligations under the El Ocote Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration had and received, the sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. The Assignor hereby assigns, transfers, conveys and delivers all of
his right, title and interest in and to the El Ocote Assets to the Assignee.
2. The Assignor hereby convenants and agrees for himself and his legal
representatives that he or they, as the case may be, shall execute and deliver
such further or other documents, deeds, or other instruments as shall be
necessary to give effect to the terms and intent expressed herein without
further or other consideration, but at the expense of the Assignee, its
successors and assigns.
3. The Assignee hereby assumes, and agrees to pay, perform and
discharge as and when they become due, the Assignor's obligations under the El
Ocote Agreement.
4. This Assignment and Assumption Agreement is in accordance with and
is subject to all of the representations, warranties, covenants, exclusions and
indemnities set forth in the El Ocote Agreement, all of which are incorporated
herein by reference.
5. This Assignment and Assumption Agreement shall be of no force or
effect unless signed, in original or in counterpart copies, by each of the
Assignor and the Assignee.
6. This Assignment and Assumption Agreement shall be binding on and
inure to the benefit of the Assignor and the Assignee and their respective
successors and assigns.
7. This Assignment and Assumption Agreement shall be governed by and
construed in accordance with the internal substantive laws of the State of New
York without giving effect to conflict of laws principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to the duly executed as of the date and year first above
written.
XXXXX X. XXXXXXXX
/s/ Xxxxx X. XxXxxxxx
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CORDILLERAS SILVER MINES LTD.
By: /s/ Xxxxx Xxxx Xxxxx
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Name: X.X. Xxxxx
Title: Director
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