Common use of Assignment; Right of First Refusal Clause in Contracts

Assignment; Right of First Refusal. 33.1 If a party (hereinafter in this paragraph referred to as the “Owner”): (a) receives a bona fide offer from an independent third party (the “Proposed Purchaser”) dealing at arm’s length with the Owner to purchase all or any part all of the Owner’s Interest or its interest in this Agreement (which for certainty shall include the Owner’s right to receive Net Smelter Returns, which offer the Owner desires to accept; (b) or if the Owner intends to sell all or any part of its Interest or its interest in this Agreement. The Owner shall first offer (the “Offer”) such interest in writing to the other party upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Owner, as the case may be. The Offer shall specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term shall, in the case of an intended offer by the Owner, mean the person or persons to whom the Owner intends to offer its interest) and, if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the Owner otherwise than in cash, the Offer shall include the Owner’s good faith estimate of the cash equivalent of the non-cash consideration. If within a period of 30 days of the receipt of the Offer, the other party notifies the Owner in writing that it will accept the same, the Owner shall be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. If the Offer so accepted by the other party contains the Owner’s good faith estimate of the cash equivalent consideration as aforesaid, and if the other party disagrees with the Owner’s best estimate, the other party shall so notify the Owner at the time of acceptance and the other party shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other party so notifies the Owner, the acceptance by the other party shall be effective and binding upon the Owner and the other party and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and shall be payable by the other party, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. The other party shall in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Owner being sold, the total purchase price which it specified in its notice to the Owner and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. If the other party fails to notify the Owner before the expiration of the time limited therefor that it will purchase the interest offered, the Owner may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 30 days, provided that the terms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 30 days. Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the other party, in form and content satisfactory to its counsel, to be bound by the terms and conditions of this Agreement.

Assignment; Right of First Refusal. 33.1 If a party (hereinafter in this paragraph referred to as the “Owner”): (a) receives a bona fide offer from an independent third Subject to the conditions of this Section 15, either party may assign all (the “Proposed Purchaser”but not less than all) dealing at arm’s length with the Owner to purchase all or any part all of the Owner’s Interest or its interest in this Agreement or the Property (i) to an Affiliate or (ii) to a person or entity that is not an Affiliate after obtaining the prior written consent of the other which for certainty shall include not be unreasonably withheld; provided in all cases, however, that the Owner’s right to receive Net Smelter Returns, which offer the Owner desires to accept; (b) or if the Owner intends to sell all or any part of its Interest or its interest in this Agreement. The Owner proposed assignee shall first offer (the “Offer”) such interest agree in writing to for the other party upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Owner, as the case may be. The Offer shall specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term shall, in the case of an intended offer by the Owner, mean the person or persons to whom the Owner intends to offer its interest) and, if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the Owner otherwise than in cash, the Offer shall include the Owner’s good faith estimate of the cash equivalent benefit of the non-cash consideration. If within a period of 30 days of the receipt of the Offer, the other assigning party notifies the Owner in writing that it will accept the same, the Owner shall be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. If the Offer so accepted by the other party contains the Owner’s good faith estimate of the cash equivalent consideration as aforesaid, and if the other party disagrees with the Owner’s best estimate, the other party shall so notify the Owner at the time of acceptance and the other party shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other party so notifies the Owner, the acceptance by the other party shall be effective and binding upon the Owner and the other party and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and shall be payable by the other party, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. The other party shall in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Owner being sold, the total purchase price which it specified in its notice to the Owner and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. If the other party fails to notify the Owner before the expiration of the time limited therefor that it will purchase the interest offered, the Owner may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 30 days, provided that the terms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 30 days. Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the other party, in form and content satisfactory to its counsel, to be bound by the terms and conditions condition of this Agreement. (b) If either party intends to assign its interest in this Agreement or the Property to other than an Affiliate, the party proposing the assignment shall first deliver written notice of such intent to the non-assigning party. The non-assigning party shall have the right to negotiate at arms-length the acquisition of the interest to be assigned. If within sixty days no agreement has been made between the parties, then the assigning party may enter into negotiations with third parties. (c) If either party intends to assign its interest in this Agreement or the Property to other than an Affiliate, the non-assigning party shall have the right of first refusal. The party proposing to assign its interest shall provide the non-assigning party written notice of the pertinent terms and conditions of the offer of the third party and the proposed assignment including all documents containing the offer. The non-assigning party shall have thirty days from the date such notice is delivered to notify the assigning party whether it elects to acquire the offered interest at the same price and on the same terms and conditions as set forth in the notice. In the event any consideration to be paid pursuant to a third party offer is not in US dollars, the non-assigning party shall have the right to substitute for such consideration the fair market value thereof in US dollars as agreed upon by the parties or as determined by arbitration pursuant to Section 20. In the event the non-assigning party does not exercise its right of first refusal, the assigning party shall have 60 days to complete the assignment on the terms and conditions contained in the notice to the non-assigning party after which 60 days the right of first refusal of the non-assigning party shall once again apply.

Assignment; Right of First Refusal. 33.1 If a 15.01 Fronteer may at any time dispose of all or any part of its interest in and to the Property and this agreement to any third party (hereinafter in this paragraph referred the "Assignee') provided that the Assignee shall, immediately following such disposition, deliver to as the “Owner”):Optionor its covenant with and to the Optionor that: (a) receives to the extent of the disposition, the Assignee agrees to be bound by the terms and conditions of this agreement as if it had been an original party hereto; and (b) it will subject any further disposition of the interest acquired to the restrictions contained in this paragraph. 15.02 If either party (the "First Party') should receive a bona fide offer from an independent third party (the “"Proposed Purchaser”") dealing at arm’s 's length with the Owner First Party to purchase all or any a part all of the Owner’s Interest or its First Party's interest in the Property or this Agreement agreement (which for certainty shall include the Owner’s First Party's right to receive Net Smelter Returnsa Royalty, if any), which offer the Owner First Party desires to accept; (b) , or if the Owner First Party intends to sell all or any a part of its Interest or its interest in the Property or this Agreement. The Owner agreement, the First Party shall first offer (the “"Offer”") such interest in writing to the other party (the "Second Party") upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the OwnerFirst Party, as the case may be. The Offer shall specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term shall, in the case of an intended offer by the OwnerFirst Party, mean the person or persons to whom the Owner First Party intends to offer its interest) and, if the offer received by the Owner First Party from the Proposed Purchaser provides for any consideration payable to the Owner First Party otherwise than in cash, the Offer shall include the Owner’s First Party's good faith estimate of the cash equivalent of the non-cash consideration. If within a period of 30 60 days of the receipt of the Offer, the other party Second Party notifies the Owner First Party in writing that it will accept the same, the Owner First Party shall be bound to sell such interest to the other party Second Party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. If the Offer so accepted by the other party Second Party contains the Owner’s First Party's good faith estimate of the cash equivalent consideration as aforesaid, and if the other party Second Party disagrees with the Owner’s First Party's best estimate, the other party Second Party shall so notify the Owner Optionor at the time of acceptance and the other party Second Party shall, in such noticesuchnotice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other party Second Party so notifies the OwnerFirst Party, the acceptance by the other party Second Party shall be effective and binding upon the Owner First Party and the other party Second Party, and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and shall be payable by the other partySecond Party, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. The other party Second Party shall in such case pay to the OwnerFirst Party, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Owner First Party being sold, the total purchase price which it specified in its notice to the Owner First Party and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. If the other party Second Party fails to notify the Owner First Party before the expiration of the time limited therefor that it will purchase the interest offered, the Owner First Party may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 30 60 days, provided that the terms of this paragraph paragraph, shall again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 30 60 days. Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the other partySecond Party, in form and content satisfactory to its counsel, to be bound by the terms and conditions of this Agreementagreement.

Assignment; Right of First Refusal. 33.1 If a party (hereinafter in this paragraph referred to as the “"Owner”"): (a) receives a bona fide offer from an independent a third party (the “"Proposed Purchaser”") dealing at arm’s 's length with the Owner to purchase all or any part all of the Owner’s 's Interest or its interest in this Agreement (which for certainty shall include the Owner’s 's right to receive 1% of Net Smelter Returns, which offer the Owner desires to accept;; or (b) or if If the Owner intends to sell all or any part of its Interest or its interest in this Agreement. The , the Owner shall first offer (the “"Offer”") such interest in writing to the other party upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Owner, as the case may be. The Offer shall specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term shall, in the case of an intended offer by the Owner, mean the person or persons to whom the Owner intends to offer its interest) and, if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the Owner otherwise than in cash, the Offer shall include the Owner’s 's good faith estimate of the cash equivalent of the non-cash consideration. If within a period of 30 60 days of the receipt of the Offer, the other party notifies the Owner in writing that it will accept the same, the Owner shall be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. If the Offer so accepted by the other party contains the Owner’s 's good faith estimate of the cash equivalent consideration as aforesaid, and if the other party disagrees with the Owner’s 's best estimate, the other party shall so notify the Owner at the time of acceptance and the other party shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other party so notifies the Owner, the acceptance by the other party shall be effective and binding upon the Owner and the other party and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) laws of Québec and shall be payable by the other party, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. The other party shall in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Owner being sold, the total purchase price which it specified in its notice to the Owner and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. If the other party fails to notify the Owner before the expiration of the time limited therefor that it will purchase the interest offered, the Owner may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 30 60 days, provided that the terms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 30 60 days. Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the other party, in form and content satisfactory to its counsel, to be bound by the terms and conditions of this Agreement.

Assignment; Right of First Refusal. 33.1 33.01 If a party (hereinafter in this paragraph referred to as the “"Owner”"): (a) receives a bona fide offer from an independent third party (the “"Proposed Purchaser”") dealing at arm’s 's length with the Owner to purchase all or any part all of the Owner’s 's Interest or its interest in this Agreement (which for certainty shall include the Owner’s 's right to receive Net Smelter ReturnsProceeds of Production, which offer the Owner desires to accept; (b) or if the Owner intends to sell all or any part of its Interest or its interest in this Agreement. The ; (c) or if the Owner is a body corporate, or if there is a change in the ownership of the shares of the Owner such that the new shareholders of the Owner hold a sufficient number of voting shares of the Owner to affect materially the control of the Owner; then the Owner shall first offer (the “"Offer”") such interest in writing to the other party upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Owner, as the case may be. The Offer shall specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term shall, in the case of an intended offer by the Owner, mean the person or persons to whom the Owner intends to offer its interest) and, if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the Owner otherwise than in cash, the Offer shall include the Owner’s 's good faith estimate of the cash equivalent of the non-cash consideration. If within a period of 30 60 days of the receipt of the Offer, the other party notifies the Owner in writing that it will accept the same, the Owner shall be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. If the Offer so accepted by the other party contains the Owner’s 's good faith estimate of the cash equivalent consideration as aforesaid, and if the other party disagrees with the Owner’s 's best estimate, the other party shall so notify the Owner at the time of acceptance and the other party shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other party so notifies the Owner, the acceptance by the other party shall be effective and binding upon the Owner and the other party and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and shall be payable by the other party, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. The other party shall in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Owner being sold, the total purchase price which it specified in its notice to the Owner and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. If the other party fails to notify the Owner before the expiration of the time limited therefor that it will purchase the interest offered, the Owner may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 30 60 days, provided that the terms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 30 60 days. Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the other party, in form and content satisfactory to its counsel, to be bound by the terms and conditions of this Agreement.

Assignment; Right of First Refusal. 33.1 If a party (hereinafter in this paragraph referred to as the “Owner”): (a) receives a bona fide offer from an independent third party (the “Proposed Purchaser”) dealing at arm’s length with the Owner to purchase all or any part all of the Owner’s Interest or its interest in this Agreement (which for certainty shall include the Owner’s right to receive Net Smelter ReturnsProceeds of Production), which offer the Owner desires to accept; (b) or if the Owner intends to sell all or any part of its Interest or its interest in this Agreement. The , then the Owner shall first offer (the “Offer”) such interest in writing to the other party upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Owner, as the case may be. The Offer shall specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term shall, in the case of an intended offer by the Owner, mean the person or persons to whom from the Owner intends to offer its interest) and, if the offer received by the Owner from From the Proposed Purchaser provides for any consideration payable to the Owner otherwise than in cash, the Offer shall include the Owner’s good faith estimate of the cash equivalent of the non-cash consideration. If within a period of 30 60 days of the receipt of the Offer, the other party notifies the Owner in writing that it will accept the same, the Owner shall be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. If the Offer so accepted by the other party contains the Owner’s good faith estimate of the cash equivalent consideration as aforesaid, and if the other party disagrees with the Owner’s best estimate, the other party shall so notify the Owner at the time of acceptance and the other party shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other party so notifies the Owner, the acceptance by the other party shall be effective and binding upon the Owner and the other party and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and shall be payable by the other party, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. The other party shall in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Owner being sold, the total purchase price which it specified in its notice to the Owner and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. If the other party fails to notify the Owner before the expiration of the time limited therefor that it will purchase the interest offered, the Owner may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 30 60 days, provided that the terms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 30 60 days. Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the other party, in form inform and content satisfactory to its counsel, to be bound by the terms and conditions of this Agreement.

Assignment; Right of First Refusal. 33.1 If a party (hereinafter in this paragraph referred to as the “"Owner”"): (a) receives a bona fide offer from an independent third party (the “"Proposed Purchaser”") dealing at arm’s 's length with the Owner to purchase all or any part all of the Owner’s 's Interest or its interest in this Agreement (which for certainty shall include the Owner’s 's right to receive the Net Smelter Returns), which offer the Owner desires to accept; (b) or if the Owner intends to sell all or any part of its Interest or its interest in this Agreement. The Owner shall first offer (the “"Offer”") such interest in writing to the other party upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Owner, as the case may be. The Offer shall specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term shall, in the case of an intended offer by the Owner, mean the person or persons to whom the Owner intends to offer its interest) and, if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the Owner otherwise than in cash, the Offer shall include the Owner’s 's good faith estimate of the cash equivalent of the non-cash consideration. If within a period of 30 60 days of the receipt of the Offer, the other party notifies the Owner in writing that it will accept the same, the Owner shall be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. If the Offer so accepted by the other party contains the Owner’s 's good faith estimate of the cash equivalent consideration as aforesaid, and if the other party disagrees with the Owner’s 's best estimate, the other party shall so notify the Owner at the time of acceptance and the other party shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other party so notifies the Owner, the acceptance by the other party shall be effective and binding upon the Owner and the other party and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration under the Commercial Arbitration Act COMMERCIAL ARBITRATION ACT (British Columbia) and shall be payable by the other party, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. The other party shall in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Owner being sold, the total purchase price which it specified in its notice to the Owner and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. If the other party fails to notify the Owner before the expiration of the time limited therefor that it will purchase the interest offered, the Owner may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 30 60 days, provided that the terms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 30 60 days. Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the other party, in form and content satisfactory to its counsel, to be bound by the terms and conditions of this Agreement.

Assignment; Right of First Refusal. 33.1 33.01 If a party (hereinafter in this paragraph referred to as the “"Owner”"): (a) receives a bona fide offer from an independent third party (the “"Proposed Purchaser”") dealing at arm’s 's length with the Owner to purchase all or any part all of the Owner’s 's Interest or its interest in this Agreement (which for certainty shall include the Owner’s 's right to receive Net Smelter ReturnsProceeds of Production), which offer the Owner desires to accept;, (b) or if the Owner intends to sell all or any part of its Interest or its interest in this Agreement. The , then, the Owner shall first offer (the “"Offer”") such interest in writing to the other party upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Owner, as the case may be. The Offer shall specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term shall, in the case of an intended offer by the Owner, mean the person or persons to whom the Owner intends to offer its interest) and, if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the Owner otherwise than in cash, the Offer shall include the Owner’s 's good faith estimate of the cash equivalent equiv-alent of the non-cash consideration. If within a period of 30 60 days of the receipt of the Offer, the other party notifies the Owner in writing that it will accept the same, the Owner shall be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. If the Offer so accepted by the other party contains the Owner’s 's good faith estimate of the cash equivalent equiv-alent consideration as aforesaid, and if the other party disagrees with the Owner’s 's best estimate, the other party shall so notify the Owner at the time of acceptance and the other party shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other party so notifies the Owner, the acceptance by the other party shall be effective and binding upon the Owner and the other party and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and shall be payable by the other party, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. The other party shall in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Owner being sold, the total purchase price which it specified in its notice to the Owner and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. If the other party fails to notify the Owner before the expiration of the time limited therefor that it will purchase the interest offered, the Owner may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 30 60 days, provided that the terms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 30 60 days. Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the other party, in form and content satisfactory to its counsel, to be bound by the terms and conditions of this Agreement.