AUTHORITY, DUTIES AND OBLIGATIONS. 6.1 During the Option Period, the Optionee shall: (a) maintain the Property in good standing, make all necessary or advisable filings with the appropriate Governmental Authorities respecting Exploration on the Property, and pay all costs in respect thereof, and not in any way encumber the Property; (b) conduct Exploration, if any, in a professional, good and workmanlike manner in accordance with good mining practice and comply with all Applicable Laws with respect to its activities on the Property. The Optionee shall be responsible for the remediation of all surface and environmental disturbances resulting from its activities on the Property; and (c) maintain true and correct books, accounts and records respecting the Property. 6.2 During the Option Period, the Optionor shall: (a) remain the registered owner of the Property and not in any way encumber the Property; (b) refrain from any conduct or activity, including any omission or failure to act, that might jeopardize title to or the status of the Property or hinder the ability of the Optionee to fulfil its obligations and rights under this Agreement; (c) allow the employees, agents and contractors of the Optionee to: (i) enter upon the Property; (ii) have exclusive and quiet possession thereof; (iii) do such Exploration work thereon and thereunder as the Optionee in its sole discretion may deem advisable; (iv) bring and erect upon the Property such Facilities as the Optionee deems advisable; and (v) remove from the Property and sell or otherwise dispose of reasonable amounts of mineral products, but only for the purpose of bulk sampling or other testing; (d) co-operate as reasonably necessary with the Optionee in obtaining any surface, water or other rights on or related to the Property as the Optionee deems necessary or desirable; (e) make available to the Optionee and its representatives all records and files in its possession relating to the Property and permit the Optionee and its representatives, at their own expense, to take abstracts therefrom and make copies thereof; (f) other than a Transfer in accordance with Section 13.1, not solicit offers or engage in any discussions with a third party relating to the ownership or development of the Property; and (g) provide the Optionee access to all Property-related information, including financial information and any notices, demands or other material communications they receive relating to the Property. 6.3 This Agreement is an option only and except as herein specifically provided otherwise, nothing herein contained shall be construed as obligating the Optionee to do any acts or make any expenditures or payments hereunder, and any act or expenditure or payment as shall be made hereunder shall not be construed as obligating the Optionee to do any further act or make any further issuance or expenditure or payment. The Optionee shall have no obligation to complete the exercise of the Option and may allow any such option to lapse with written notice to the Optionor and subject to the Property being in good standing on the date of such notice and for at least two years following such notice. 6.4 Forthwith after execution of this Agreement, the Optionee may, at its expense, register on title to the Property, or elsewhere as permitted by applicable law, notice of its interest in this Agreement and its right to acquire an interest in the Property.
Appears in 2 contracts
Samples: Option Agreement, Option Agreement
AUTHORITY, DUTIES AND OBLIGATIONS. 6.1 During the Option Period, the Optionee shall:
(a) maintain the Property in good standing, make all necessary or advisable filings with the appropriate Governmental Authorities respecting Exploration on the Property, and pay all costs in respect thereof, and not in any way encumber the Property;
(b) conduct Exploration, if any, in a professional, good and workmanlike manner in accordance with good mining practice and comply with all Applicable Laws with respect to its activities on the Property. The Optionee shall be responsible for the remediation of all surface and environmental disturbances resulting from its activities on the Property; and;
(c) maintain true and correct books, accounts and records respecting the Property; and
(d) within ninety (90) days of completion of any Exploration work on the Property, provide raw data and any other interpretations, data bases, reports and developed information respecting such Exploration to the Optionor.
6.2 During the Option Period, the Optionor shall:
(a) remain the registered owner of the Property and not in any way encumber the Property;
(b) refrain from any conduct or activity, including any omission or failure to act, that might jeopardize title to or the status of the Property or hinder the ability of the Optionee to fulfil its obligations and rights under this Agreement;
(c) allow the employees, agents and contractors of the Optionee to: (i) enter upon the Property; ;
(ii) have exclusive and quiet possession thereof; (iii) do such Exploration work thereon and thereunder as the Optionee in its sole discretion may deem advisable; (iv) bring and erect upon the Property such Facilities as the Optionee deems advisable; and (v) remove from the Property and sell or otherwise dispose of reasonable amounts of mineral products, but only for the purpose of bulk sampling or other testing;
(d) co-operate as reasonably necessary with the Optionee in obtaining any surface, water or other rights on or related to the Property as the Optionee deems necessary or desirable;
(e) make available to the Optionee and its representatives all records and files in its possession relating to the Property and permit the Optionee and its representatives, at their own expense, to take abstracts therefrom and make copies thereof;
(f) other than a Transfer in accordance with Section 13.1, not solicit offers or engage in any discussions with a third party relating to the ownership or development of the Property; and
(g) provide the Optionee access to all Property-related information, including financial information and any notices, demands or other material communications they receive relating to the Property.
6.3 This Agreement is an option only and except as herein specifically provided otherwise, nothing herein contained shall be construed as obligating the Optionee to do any acts or make any expenditures or payments hereunder, and any act or expenditure or payment as shall be made hereunder shall not be construed as obligating the Optionee to do any further act or make any further issuance or expenditure or payment. The Optionee shall have no obligation to complete the exercise of the Option and may allow any such option to lapse with written notice to the Optionor and subject to the Property being in good standing on the date of such notice and for at least two years following such notice.
6.4 Forthwith after execution of this Agreement, the Optionee may, at its expense, register on title to the Property, or elsewhere as permitted by applicable law, notice of its interest in this Agreement and its right to acquire an interest in the Property.
Appears in 2 contracts
Samples: Option Agreement, Option Agreement
AUTHORITY, DUTIES AND OBLIGATIONS. 6.1 8.1 During the Option Period, the Optionee shall:
(a) maintain the Property in good standing, make all necessary or advisable filings with the appropriate Governmental Authorities respecting Exploration on the Property, standing and pay all costs in respect thereof, thereof and not in any way encumber the Property;
(b) conduct Exploration, if any, Exploration in a professional, good and workmanlike manner in accordance with good mining practice and comply with all Applicable Laws with respect to its activities on the Property. The Optionee shall be responsible for the remediation of all surface and environmental disturbances resulting from its activities on the Property; and;
(c) subject to prior compliance with Section 8.3, deliver any Exploration plans on the Property to the Optionor within 30 days of such plans being in final form;
(d) provide the Optionor with an annual report on the Property summarizing Exploration activity within 90 days of the end of the programs conducted in each year including the cost of the Expenditures made in the past year and total Expenditures made to date;
(e) allow the employees, agents and contractors of the Optionor to conduct site visits on the Property on reasonable prior notice to the Optionee;
(f) maintain true and correct books, accounts and records respecting of Expenditures; and
(g) provide the Optionor at the Optionor’s own cost, upon reasonable request and within five business days thereof, all Property-related exploration information, including any notices, demands or other material communications the Optionee receives relating to the Property.
6.2 8.2 During the Option Period, the Optionor shall:
(a) remain the registered owner of the Property and not in any way encumber the Property, and shall prior to the Operative Date, discharge any Encumbrances, other than Permitted Encumbrances, against the property;
(b) refrain from any conduct or activity, including any omission or failure to act, that might jeopardize title to or the status of the Property or hinder the ability obligations of the Optionee to fulfil its obligations and rights under this Agreement;
(c) allow the employees, agents and contractors of the Optionee to: (i) enter upon the Property; ;
(ii) have exclusive and quiet possession thereof; (iii) do such Exploration prospecting and exploration work thereon and thereunder as the Optionee in its sole discretion may deem advisable; (iv) bring and erect upon the Property such Facilities as the Optionee deems advisable; and (v) remove from the Property and sell or otherwise dispose of reasonable amounts of mineral products, but only for the purpose of bulk sampling or other testing;
(d) co-operate as reasonably necessary with the Optionee in obtaining any surface, water or other rights on or related to the Property as the Optionee deems necessary or desirable;
(e) make available to the Optionee and its representatives all records and files in its possession relating to the Property and permit the Optionee and its representatives, at their own expense, to take abstracts therefrom and make copies thereof;
(f) other than a Transfer in accordance with Section 13.1, not solicit offers or engage in any discussions with a third party relating to the ownership or development of the Property; and
(g) provide the Optionee access to all Property-related information, including financial information and any notices, demands or other material communications they receive relating to the Property.
6.3 This Agreement is an option only and except as herein specifically provided otherwise, nothing herein contained shall be construed as obligating the Optionee to do any acts or make any expenditures or payments hereunder, and any act or expenditure or payment as shall be made hereunder shall not be construed as obligating the Optionee to do any further act or make any further issuance or expenditure or payment. The Optionee shall have no obligation to complete the exercise of the Option and may allow any such option to lapse with written notice to the Optionor and subject to the Property being in good standing on the date of such notice and for at least two years following such notice.
6.4 Forthwith after execution of this Agreement, the Optionee may, at its expense, register on title to the Property, or elsewhere as permitted by applicable law, notice of its interest in this Agreement and its right to acquire an interest in the Property.
Appears in 1 contract
Samples: Assignment and Assumption Agreement
AUTHORITY, DUTIES AND OBLIGATIONS. 6.1 8.1 During the Option Period, the Optionee shall:
(a) maintain the Property in good standing, make all necessary or advisable filings with the appropriate Governmental Authorities respecting Exploration on the Property, standing and pay all costs in respect thereof, thereof and not in any way encumber the Property;
(b) conduct Exploration, if any, Exploration in a professional, good and workmanlike manner in accordance with good mining practice and comply with all Applicable Laws with respect to its activities on the Property. The Optionee shall be responsible for the remediation of all surface and environmental disturbances resulting from its activities on the Property; and;
(c) subject to prior compliance with Section 8.3, deliver any Exploration plans on the Property to the Optionor within 30 days of such plans being in final form;
(d) provide the Optionor with an annual report on the Property summarizing Exploration activity within 90 days of the end of the programs conducted in each year including the cost of the Expenditures made in the past year and total Expenditures made to date;
(e) allow the employees, agents and contractors of the Optionor to conduct site visits on the Property on reasonable prior notice to the Optionee;
(f) maintain true and correct books, accounts and records respecting of Expenditures; and
(g) provide the Optionor at the Optionor’s own cost, upon reasonable request and within five Business Days thereof, all Property-related exploration information, including any notices, demands or other material communications the Optionee receives relating to the Property.
6.2 8.2 During the Option Period, the Optionor shall:
(a) remain the registered owner of the Property and not in any way encumber the Property, and shall prior to the Operative Date, discharge any Encumbrances, other than Permitted Encumbrances, against the property;
(b) refrain from any conduct or activity, including any omission or failure to act, that might jeopardize title to or the status of the Property or hinder the ability obligations of the Optionee to fulfil its obligations and rights under this Agreement;
(c) allow the employees, agents and contractors of the Optionee to: (i) enter upon the Property; (ii) have exclusive and quiet possession thereof; (iii) do such Exploration prospecting and exploration work thereon and thereunder as the Optionee in its sole discretion may deem advisable; (iv) bring and erect upon the Property such Facilities as the Optionee deems advisable; and (v) remove from the Property and sell or otherwise dispose of reasonable amounts of mineral products, but only for the purpose of bulk sampling or other testing;
(d) co-operate as reasonably necessary with the Optionee in obtaining any surface, water or other rights on or related to the Property as the Optionee deems necessary or desirable;
(e) make available to the Optionee and its representatives all records and files in its possession relating to the Property and permit the Optionee and its representatives, at their own expense, to take abstracts therefrom and make copies thereof;
(f) other than a Transfer in accordance with Section 13.116.1, not solicit offers or engage in any discussions with a third party relating to the ownership or development of the Property; and
(g) provide the Optionee access to all Property-related information, including financial information and any notices, demands or other material communications they receive relating to the Property.
6.3 8.3 The Optionor and Optionee shall establish a management committee consisting of one representative of each Party (the “Management Committee”). The Operator shall put before the Management Committee all budgets and exploration programs it proposes to be acted upon and the Management Committee shall consider the same; provided, however, that the powers of the Management Committee shall be those of persuasion only and it cannot override and supersede or alter the decisions of the Operator with respect to the operation of exploration programs during the Option Period.
8.4 The Optionor shall have the right to audit, at its expense:
(a) the information contained in each annual report delivered pursuant to paragraph 8.1(d); and
(b) information regarding Expenditures incurred set forth in a notice delivered to the Optionor pursuant to Section 4.1; (each, an “Audit”) The Optionor shall complete an Audit as soon as is reasonably practicable following delivery of the items set forth in subsection 8.4(a) and (b) and in any event no later than 30 days following receipt by the Optionor of the applicable notice or report. If, as a result of an Audit, the Optionor disputes any of the Expenditures or exploration works that have been incurred and described in the applicable notice or report, the Optionor will provide written notice of the same (the “Dispute Notice”) to the Optionee upon completion of the Audit. The Dispute Notice will identify any disputed amounts, expenditures or works in reasonable detail and provide any additional explanation necessary to allow the Optionee to understand the nature and specifics of the dispute. Where available, the Optionee will provide the Optionor with additional reasonable evidence relating to any Expenditures or works so disputed, and the Optionor and the Optionee will use reasonable commercial efforts to resolve such dispute. In the event that the dispute is resolved and it is determined that Expenditures were not properly incurred, the Optionee may pay the Optionee an amount equal to the deficient Expenditures in cash. In the event that the deficient Expenditures are in excess of 10% of the total Expenditures, then the Optionee shall promptly reimburse the Optionor for the cost of the Audit. In the event the dispute cannot be resolved by the Parties under this Section 8.4, the dispute will be referred to the Management Committee to resolve. Failing that, the dispute will be referred to the CEOs of Optionor and the Optionee to resolve. Failing that the dispute will be resolved in accordance with Section 12.2 of this Agreement.
8.5 Any obligations of the Optionee under the Option with respect to payments to the Optionor or the incurrence of Expenditures may be satisfied in whole or in party by an Affiliate of the Optionee.
8.6 This Agreement is an option only and except as herein specifically provided otherwise, nothing herein contained shall be construed as obligating the Optionee to do any acts or make any expenditures or payments hereunder, and any act or expenditure or payment as shall be made hereunder shall not be construed as obligating the Optionee to do any further act or make any further issuance or expenditure or payment, other than the Expenditures required to be incurred pursuant to Section 3.1. The Optionee shall have no obligation to complete the exercise of the Option and may allow any such option to lapse with written notice to the Optionor and subject to the Property being in good standing on the date of such notice and for at least two years six months following such notice.
6.4 8.7 Forthwith after execution of this Agreement, the Optionee may, at its expense, register on title to the Property, or elsewhere as permitted by applicable law, notice of its interest in this Agreement and its right to acquire an interest Interest in the Property.
Appears in 1 contract
Samples: Option Agreement
AUTHORITY, DUTIES AND OBLIGATIONS. 6.1 8.1 During the Option Period, the Optionee shall:
(a) maintain the Property in good standing, make all necessary or advisable filings with the appropriate Governmental Authorities respecting Exploration on the Property, standing and pay all costs in respect thereof, thereof and not in any way encumber the Property;
(b) conduct Exploration, if any, Exploration in a professional, good and workmanlike manner in accordance with good mining practice and comply with all Applicable Laws with respect to its activities on the Property. The Optionee shall be responsible for the remediation of all surface and environmental disturbances resulting from its activities on the Property; and;
(c) subject to prior compliance with Section 8.3, deliver any Exploration plans on the Property to the Optionor within 30 days of such plans being in final form;
(d) provide the Optionor with an annual report on the Property summarizing Exploration activity within 90 days of the end of the programs conducted in each year including the cost of the Expenditures made in the past year and total Expenditures made to date;
(e) allow the employees, agents and contractors of the Optionor to conduct site visits on the Property on reasonable prior notice to the Optionee;
(f) maintain true and correct books, accounts and records respecting of Expenditures; and
(g) provide the Optionor at the Optionor’s own cost, upon reasonable request and within five Business Days thereof, all Property-related exploration information, including any notices, demands or other material communications the Optionee receives relating to the Property.
6.2 8.2 During the Option Period, the Optionor shall:
(a) remain the registered owner of the Property and not in any way encumber the Property, and shall prior to the Operative Date, discharge any Encumbrances, other than Permitted Encumbrances, against the property;
(b) refrain from any conduct or activity, including any omission or failure to act, that might jeopardize title to or the status of the Property or hinder the ability obligations of the Optionee to fulfil its obligations and rights under this Agreement;
(c) allow the employees, agents and contractors of the Optionee to: (i) enter upon the Property; (ii) have exclusive and quiet possession thereof; (iii) do such Exploration prospecting and exploration work thereon and thereunder as the Optionee in its sole discretion may deem advisable; (iv) bring and erect upon the Property such Facilities as the Optionee deems advisable; and (v) remove from the Property and sell or otherwise dispose of reasonable amounts of mineral products, but only for the purpose of bulk sampling or other testing;
(d) co-operate as reasonably necessary with the Optionee in obtaining any surface, water or other rights on or related to the Property as the Optionee deems necessary or desirable;
(e) make available to the Optionee and its representatives all records and files in its possession relating to the Property and permit the Optionee and its representatives, at their own expense, to take abstracts therefrom and make copies thereof;
(f) other than a Transfer in accordance with Section 13.116.1, not solicit offers or engage in any discussions with a third party relating to the ownership or development of the Property; and
(g) provide the Optionee access to all Property-related information, including financial information and any notices, demands or other material communications they receive relating to the Property.
6.3 8.3 The Optionor and Optionee shall establish a management committee consisting of one representative of each Party (the “Management Committee”). The Operator shall put before the Management Committee all budgets and exploration programs it proposes to be acted upon and the Management Committee shall consider the same; provided, however, that the powers of the Management Committee shall be those of persuasion only and it cannot override and supersede or alter the decisions of the Operator with respect to the operation of exploration programs during the Option Period.
8.4 The Optionor shall have the right to audit, at its expense:
(a) the information contained in each annual report delivered pursuant to paragraph 8.1(d); and
(b) information regarding Expenditures incurred set forth in a notice delivered to the Optionor pursuant to Section 4.1; (each, an “Audit”) The Optionor shall complete an Audit as soon as is reasonably practicable following delivery of the items set forth in subsection 8.4(a) and (b) and in any event no later than 30 days following receipt by the Optionor of the applicable notice or report. If, as a result of an Audit, the Optionor disputes any of the Expenditures or exploration works that have been incurred and described in the applicable notice or report, the Optionor will provide written notice of the same (the “Dispute Notice”) to the Optionee upon completion of the Audit. The Dispute Notice will identify any disputed amounts, expenditures or works in reasonable detail and provide any additional explanation necessary to allow the Optionee to understand the nature and specifics of the dispute. Where available, the Optionee will provide the Optionor with additional reasonable evidence relating to any Expenditures or works so disputed, and the Optionor and the Optionee will use reasonable commercial efforts to resolve such dispute. In the event that the dispute is resolved and it is determined that Expenditures were not properly incurred, the Optionee may pay the Optionee an amount equal to the deficient Expenditures in cash. In the event that the deficient Expenditures are in excess of 10% of the total Expenditures, then the Optionee shall promptly reimburse the Optionor for the cost of the Audit. In the event the dispute cannot be resolved by the Parties under this Section 8.4, the dispute will be referred to the Management Committee to resolve. Failing that, the dispute will be referred to the CEOs of Optionor and the Optionee to resolve. Failing that the dispute will be resolved in accordance with Section 12.2 of this Agreement.
8.5 Any obligations of the Optionee under the Option with respect to the incurrence of Expenditures may be satisfied in whole or in party by an Affiliate of the Optionee.
8.6 This Agreement is an option only and except as herein specifically provided otherwise, nothing herein contained shall be construed as obligating the Optionee to do any acts or make any expenditures or payments hereunder, and any act or expenditure or payment as shall be made hereunder shall not be construed as obligating the Optionee to do any further act or make any further issuance or expenditure or payment, other than the Expenditures required to be incurred pursuant to Section 3.1. The Optionee shall have no obligation to complete the exercise of the Option and may allow any such option to lapse with written notice to the Optionor and subject to the Property being in good standing on the date of such notice and for at least two years six months following such notice.
6.4 8.7 Forthwith after execution of this Agreement, the Optionee may, at its expense, register on title to the Property, or elsewhere as permitted by applicable law, notice of its interest in this Agreement and its right to acquire an interest Interest in the Property.
Appears in 1 contract
Samples: Option Agreement
