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EXHIBIT 10.2
AGREEMENT AND RELEASE
This Agreement and Release is entered into and made
effective this 17th day of July, 1998 (the "Effective Date"), by
Grand Central Silver Mines, Inc., a Utah corporation ("GSLM"),
and Mammoth Mining Company, a Nevada corporation ("Mammoth").
In consideration of the mutual promises, covenants, releases
and agreements contained herein and in further consideration of
the Settlement Agreement and Release by and among GSLM, Xxxxxx
Xxxxxx and the Companies, GSLM and Mammoth agree as follows:
1. Release by GSLM. GSLM hereby releases and forever
discharges Mammoth, and where applicable, each of its parents,
subsidiaries, divisions, officers, directors, owners, associates,
predecessors, successors, heirs, assigns, agents, partners,
employees, insurers, representatives, lawyers, and all persons
acting by, through, under, or in concert with them, or any of
them ("the Mammoth Released Parties"), of and from any and all
manner of action or actions, cause or causes of action, in law or
in equity, and any suits, debts, liens, claims, demands, damages,
losses, costs or expenses, of any nature whatsoever, known or
unknown, fixed or contingent, that GSLM now has against the
Mammoth Released Parties as of the Effective Date of this
Release, by reason of any matter, cause or thing whatsoever.
2. No Assignment of GSLM's Claims. GSLM represents and
warrants that there has been no assignment or other transfer or
any interest in any claims which it may have against the Mammoth
Released Parties, and agree to indemnify and hold the Mammoth
Released Parties harmless from any liabilities, claims, demands,
damages, costs, expenses, and attorneys' fees incurred by any of
the Mammoth Released Parties, as a result of any person who
successfully asserts and establishes any such assignment or
transfer. This indemnity does not require payment as a condition
precedent to recovery by the Mammoth Released Parties against
GSLM.
4. Release by Mammoth. Mammoth hereby releases and
forever discharges GSLM, and where applicable, each of its
parents, subsidiaries, divisions, officers, directors, owners,
associates, predecessors, successors, heirs, assigns, agents,
partners, employees, insurers, representatives, lawyers, and all
persons acting by, through, under, or in concert with them, or
any of them ("the GSLM Released Parties"), of and from any and
all manner of action or actions, cause or causes of action, in
law or in equity, and any suits, debts, liens, claims, demands,
damages, losses, costs or expenses, of any nature whatsoever,
known or unknown, fixed or contingent, that Mammoth now has
against the GSLM Released Parties as of the Effective Date of
this Release, by reason of any matter, cause or thing whatsoever.
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5. No Assignment of Mammoth's Claims. Mammoth represents
and warrants that there has been no assignment or other transfer
or any interest in any claims which it may have against the GSLM
Released Parties, and agree to indemnify and hold the GSLM
Released Parties harmless from any liabilities, claims, demands,
damages, costs, expenses, and attorneys' fees incurred by any of
the GSLM Released Parties, as a result of any person who
successfully asserts and establishes any such assignment or
transfer. This indemnity does not require payment as a condition
precedent to recovery by the GSLM Released Parties against
Mammoth.
6. Severability. In the event that any provision in or
obligation under this Release shall be invalid, illegal, or
unenforceable in any jurisdiction against GSLM and/or Mammoth,
the validity, legality, or enforceability of other provisions in
or obligations under this Agreement shall not in any way be
affected or impaired thereby.
7. Successors and Assigns. This Agreement shall be
binding on, and shall inure to the benefit of, the parties hereto
and their respective successors and assigns.
8. Enforcement of Agreement. If any party to this
Agreement brings an action or proceeding to enforce its rights
hereunder, the prevailing party shall be entitled to recover its
costs and expenses, including court costs and attorneys' fees, if
any, incurred in connection with such action or proceeding.
9. Construction of Agreement. This Agreement shall be
construed as a whole in accordance with its fair meaning and in
accordance with the laws of the State of Utah. The terms of this
Agreement have been negotiated by the parties, and the language
of the Agreement shall not be construed in favor of or against
any particular party. The headings used herein are for reference
only and shall not affect the construction of this Agreement.
10. Entire Agreement. This Agreement and any exhibits
attached hereto represent the sole and entire agreement between
the parties and supersede all prior agreements, negotiations, and
discussions between the parties hereto and/or their respective
counsel with respect to the subject matter covered hereby.
11. Agreement May Be Executed In Counterparts. This
Agreement may be executed in counterparts, which together shall
constitute a fully executed original.
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12. Amendment to Agreement. Any amendment to this
Agreement must be in a writing signed by duly authorized
representatives of the parties hereto and stating the intent of
the parties to amend this Agreement.
Dated: July 17, 1998
Grand Central Silver Mines, Inc.
By: /s/ Xxxx X. Xxxx
Its: President
Dated: July 17, 0000
Xxxxxxx Mining Company
By: /s/ Xxxx X. Xxxx
Its: President
