Common use of Confidentiality and Press Releases Clause in Contracts

Confidentiality and Press Releases. Except where regulatory or stock exchange requirements prohibit, the terms of this Letter Agreement are to be held by the parties and their directors, officers, employees, consultants, agents, accountants, legal counsel, financing sources and those of its direct and indirect wholly-owned subsidiaries and parent companies (herein the "Representatives"), in strict confidence. It being agreed that each such Representative will be informed by the respective party of the confidential nature of this Letter Agreement and will agree to be bound by its terms and further, that each party will be responsible for any breach hereof by its Representatives. The parties understand that disclosure may be required pursuant to law or regulations of an applicable stock exchange, and, in the event that a party desires to make public disclosure, to the extent legally permissible, the other party shall receive two business days to review and approve such disclosure, with such approval not to be unreasonably withheld. The party wishing to make a public disclosure shall make all reasonable edits requested by the other party. It is understood that this Letter Agreement shall be a binding and enforceable agreement as of the date it is executed by Solitario; provided, however, the Agreement shall be subject to a due diligence period during which Newmont shall have free access to examine all data, to sample the Property and to satisfy itself with respect to land title, the absence of environmental liabilities and similar matters. Newmont shall complete this due diligence within 30 days from the date of execution of this Letter Agreement, and to the extent that the results of such due diligence are deemed to be unsatisfactory, at Newmont's reasonable discretion, Newmont may withdraw from this Letter Agreement and its obligation to perform the Drilling Commitment. In the event any provision of this Letter Agreement is found to be inconsistent with, or contrary to law, rule or regulation, the latter shall be deemed to control and this Letter Agreement shall be regarded as modified accordingly and, as so modified, shall continue in full force and effect. This Letter Agreement contains the entire understanding of the parties relating to the specific subject matter hereof, and supersedes all prior agreements and understandings between the parties. The parties have the necessary power and authority to enter into this Letter Agreement which shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Any amendments hereto shall be in writing and signed by the parties hereto. By: /s/ Xxxxxx Santa Xxxx Name: Xxxxxx Santa Xxxx Title: President and Managing Director Agreed to and accepted this 5th day of April, 2004. By: /s/Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: CFO 1 XXXXXXX UNO 1,000 01-02901-03 Titled 2 XXXXXXX DOS 1,000 01-03338-03 Titled 3 XXXXXXX TRES 700 01-03339-03 Titled 4 XXXXXXX CUATRO 800 01-03340-03 Titled 5 XXXXXXX XXXXX 800 01-03348-03 Titled 6 XXXXXXX XXXX 900 01-03349-03 Titled 7 XXXXXXX XXXXX 800 01-03406-03 In process 8 XXXXXXX OCHO 900 01-03407-03 Titled 9 XXXXXXX NUEVE 900 01-03633-03 In process 10 XXXXXXX DIES 1,000 01-03408-03 Titled 11 XXXXXXX ONCE 1,000 01-03409-03 Titled 12 XXXXXXX XXXX 700 01-00082-04 In process 13 XXXXXXX XXXXX 500 01-00083-04 In process 14 XXXXXXX XXXXXXX 1,000 01-00084-04 In process 15 POLET [1] 100 01-02680-03 Titled [1] Polet Option to Purchase Agreement is the agreement executed between Minera Solitario S.A.C., a wholly owned subsidiary of Solitario and Xx. Xxxxxxx Xxxxxxx Pariguana Moncca, in front of Xx. Xxxxxxx Xxxxx Scarpati Notary Public of Lima, on March 24, 2003. EXHIBIT B Feasibility Study means a detailed report recommending the development of a mine, within the Property, for being economically viable and profitable to exploit the relevant deposit or deposits according to the parameters established in such study, contemplating the maximum prospective development and operation as is reasonable and economically viable according to the data available at the time such study is prepared. The study shall at least include the following information: 1. An estimate of recoverable mineral reserves and an estimate of its composition and content; the proposed procedure for the development and production of the mine; 2. Test results of the minerals that may be treated; 3. Characteristics and area where the proposed mine facilities will be located, which facilities may include mineral treatment facilities, if the size and location of the mineralized body renders such mineral treatment facility feasible; in which case, the report shall include a preliminary design of said mineral treatment facility; 4. Total costs, including the budget of capital costs reasonably required to acquire, build and install the structures, machinery and equipment required for the proposed mine, including an estimated timing of such requirements; 5. All environmental impact studies and cost thereof; 6. Proposed period in which commercial production of the mine will start; 7. Other data and information that is reasonably necessary to support the existence of a mineralized deposit of sufficient grade and size to justify the development of the mine, taking into account all business considerations, taxes and other economic considerations; and 8. Working capital requirements for the first four months of the mine operation, or for a longer period that is reasonably justified by the circumstances. The information contemplated above shall be of the quality and content that is generally required to produce a bankable feasibility study for lending institutions in the United States of America or Canada, with the purpose of determining the convenience of providing funding for the project. The preparation of a bankable feasibility study shall be at the sole expense of the party desiring to produce such study.

Appears in 2 contracts

Samples: Joint Venture Agreement (Solitario Resources Corp), Joint Venture Agreement (Solitario Resources Corp)

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Confidentiality and Press Releases. Except where regulatory or stock exchange requirements prohibitUnless and until the closing of the ------------------------------------- transactions contemplated by this Agreement shall have occurred, the terms of this Letter Agreement are to and except as may be held otherwise required by the parties applicable law, Paradigm and their directorsFullCircle shall each, officers, and each shall cause its employees, consultants, agents, accountantsand representatives to, legal counselmaintain in confidence and not otherwise use information, financing sources documents, and those of data furnished to it, or to any person or entity on its direct and indirect wholly-owned subsidiaries and parent companies (herein the "Representatives")behalf, in strict confidence. It being agreed that each such Representative will be informed by the respective other party in connection herewith. Prior to the Closing Date, neither party and no employees of either party shall, without the prior written approval of the confidential nature other party, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except that FullCircle may issue a public announcement or press release regarding the signing of this Letter Agreement upon approval of form, content and will agree to be bound timing by its terms and further, that each party will be responsible for any breach hereof by its Representatives. The parties understand that disclosure may be required pursuant to law or regulations of an applicable stock exchangeParadigm, and, in the event that a party desires to make public disclosure, to the extent legally permissiblethat either party shall be so obligated by law, in which case the other party shall receive two business days be so advised and the parties shall use their best efforts to review and approve such disclosure, with such approval not cause a mutually agreeable release or announcement or filing to be unreasonably withheld. The party wishing to make a public disclosure shall make all reasonable edits requested by the other party. It is understood that this Letter Agreement shall be a binding and enforceable agreement as of the date it is executed by Solitario; provided, however, the Agreement shall be subject to a due diligence period during which Newmont shall have free access to examine all data, to sample the Property and to satisfy itself with respect to land title, the absence of environmental liabilities and similar matters. Newmont shall complete this due diligence within 30 days from the date of execution of this Letter Agreement, and to the extent that the results of such due diligence are deemed to be unsatisfactory, at Newmont's reasonable discretion, Newmont may withdraw from this Letter Agreement and its obligation to perform the Drilling Commitmentissued. In the event any provision no closing shall have occurred on or before 5:00 PM EDT on October 16, 2002, FullCircle may issue a public announcement or press release deemed appropriate regarding the unwinding of this Letter Agreement is found upon approval of form, content and timing by Paradigm but this requirement of confidentiality shall continue for one year thereafter. On the Closing Date, or as soon thereafter as practicable, Paradigm and FullCircle shall issue a press release concerning the execution and consummation of the Plan, to be inconsistent with, or contrary to law, rule or regulation, released promptly and within the latter shall be deemed to control and this Letter Agreement shall be regarded as modified accordingly and, as so modified, shall continue in full force and effect. This Letter Agreement contains the entire understanding of the parties relating to the specific subject matter hereof, and supersedes all prior agreements and understandings between the parties. The parties have the necessary power and authority to enter into this Letter Agreement which shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Any amendments hereto shall be in writing and signed time required by the parties hereto. By: /s/ Xxxxxx Santa Xxxx Name: Xxxxxx Santa Xxxx Title: President laws, rules and Managing Director Agreed to and accepted this 5th day of April, 2004. By: /s/Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: CFO 1 XXXXXXX UNO 1,000 01-02901-03 Titled 2 XXXXXXX DOS 1,000 01-03338-03 Titled 3 XXXXXXX TRES 700 01-03339-03 Titled 4 XXXXXXX CUATRO 800 01-03340-03 Titled 5 XXXXXXX XXXXX 800 01-03348-03 Titled 6 XXXXXXX XXXX 900 01-03349-03 Titled 7 XXXXXXX XXXXX 800 01-03406-03 In process 8 XXXXXXX OCHO 900 01-03407-03 Titled 9 XXXXXXX NUEVE 900 01-03633-03 In process 10 XXXXXXX DIES 1,000 01-03408-03 Titled 11 XXXXXXX ONCE 1,000 01-03409-03 Titled 12 XXXXXXX XXXX 700 01-00082-04 In process 13 XXXXXXX XXXXX 500 01-00083-04 In process 14 XXXXXXX XXXXXXX 1,000 01-00084-04 In process 15 POLET [1] 100 01-02680-03 Titled [1] Polet Option to Purchase Agreement is the agreement executed between Minera Solitario S.A.C., a wholly owned subsidiary of Solitario and Xx. Xxxxxxx Xxxxxxx Pariguana Moncca, in front of Xx. Xxxxxxx Xxxxx Scarpati Notary Public of Lima, on March 24, 2003. EXHIBIT B Feasibility Study means a detailed report recommending the development of a mine, within the Property, for being economically viable and profitable to exploit the relevant deposit or deposits according to the parameters established in such study, contemplating the maximum prospective development and operation regulations as is reasonable and economically viable according to the data available at the time such study is prepared. The study shall at least include the following information: 1. An estimate of recoverable mineral reserves and an estimate of its composition and content; the proposed procedure for the development and production of the mine; 2. Test results of the minerals that may be treated; 3. Characteristics and area where the proposed mine facilities will be located, which facilities may include mineral treatment facilities, if the size and location of the mineralized body renders such mineral treatment facility feasible; in which case, the report shall include a preliminary design of said mineral treatment facility; 4. Total costs, including the budget of capital costs reasonably required to acquire, build and install the structures, machinery and equipment required for the proposed mine, including an estimated timing of such requirements; 5. All environmental impact studies and cost thereof; 6. Proposed period in which commercial production of the mine will start; 7. Other data and information that is reasonably necessary to support the existence of a mineralized deposit of sufficient grade and size to justify the development of the mine, taking into account all business considerations, taxes and other economic considerations; and 8. Working capital requirements for the first four months of the mine operation, or for a longer period that is reasonably justified promulgated by the circumstances. The information contemplated above shall be of the quality and content that is generally required to produce a bankable feasibility study for lending institutions in the United States Securities and Exchange Commission, and concomitant therewith to cause to be prepared a full and complete letter to FullCircle's shareholders which shall contain information required by Regulation 240.I4f_I as promulgated under Section I4(f) as mandated under the Securities and Exchange Act of America or Canada1934, with the purpose of determining the convenience of providing funding for the project. The preparation of a bankable feasibility study shall be at the sole expense of the party desiring to produce such studyas amended.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Fullcircle Registry Inc)

Confidentiality and Press Releases. Except where regulatory or stock exchange requirements prohibit, the terms of this Letter Agreement are to be held by the parties and their directors, officers, employees, consultants, agents, accountants, legal counsel, financing sources and those of its direct and indirect wholly-owned subsidiaries and parent companies (herein the "Representatives"), in strict confidence. It being agreed that each such Representative will be informed by the respective party of the confidential nature of this Letter Agreement and will agree to be bound by its terms and further, that each party will be responsible for any breach hereof by its Representatives. The parties understand that disclosure may be required pursuant to law or regulations of an applicable stock exchange, and, in the event that a party desires to make public disclosure, to the extent legally permissible, the other party shall receive two business days to review and approve such disclosure, with such approval not to be unreasonably withheld. The party wishing to make a public disclosure shall make all reasonable edits requested by the other party. It is understood that this Letter Agreement shall be a binding and enforceable agreement as of the date it is executed by Solitario; provided, however, the Agreement shall be subject to a due diligence period during which Newmont shall have free access to examine all data, to sample the Property and to satisfy itself with respect to land title, the absence of environmental liabilities and similar matters. Newmont shall complete this due diligence within 30 days from the date of execution of this Letter Agreement, and to the extent that the results of such due diligence are deemed to be unsatisfactory, at Newmont's reasonable discretion, Newmont may withdraw from this Letter Agreement and its obligation to perform the Drilling Commitment. In the event any provision of this Letter Agreement is found to be inconsistent with, or contrary to law, rule or regulation, the latter shall be deemed to control and this Letter Agreement shall be regarded as modified accordingly and, as so modified, shall continue in full force and effect. This Letter Agreement contains the entire understanding of the parties relating to the specific subject matter hereof, and supersedes all prior agreements and understandings between the parties. The parties have the necessary power and authority to enter into this Letter Agreement which shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Any amendments hereto shall be in writing and signed by the parties hereto. Newmont Peru Limited By: /s/ Xxxxxx Santa Xxxx Name: Xxxxxx Santa Xxxx Title: President and Managing Director Agreed to and accepted this 5th day of April, 2004. Solitario Resources Corp. By: /s/Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: CFO EXHIBIT A The Property Name Hectares Code Status 1 XXXXXXX UNO 1,000 01-02901-03 Titled 2 XXXXXXX DOS 1,000 01-03338-03 Titled 3 XXXXXXX TRES 700 01-03339-03 Titled 4 XXXXXXX CUATRO 800 01-03340-03 Titled 5 XXXXXXX XXXXX 800 01-03348-03 Titled 6 XXXXXXX XXXX 900 01-03349-03 Titled 7 XXXXXXX XXXXX 800 01-03406-03 In process 8 XXXXXXX OCHO 900 01-03407-03 Titled 9 XXXXXXX NUEVE 900 01-03633-03 In process 10 XXXXXXX DIES 1,000 01-03408-03 Titled 11 XXXXXXX ONCE 1,000 01-03409-03 Titled 12 XXXXXXX XXXX 700 01-00082-04 In process 13 XXXXXXX XXXXX 500 01-00083-04 In process 14 XXXXXXX XXXXXXX 1,000 01-00084-04 In process 15 POLET [1] 100 01-02680-03 Titled Total 12,100 [1] Polet Option to Purchase Agreement is the agreement executed between Minera Solitario S.A.C., a wholly owned subsidiary of Solitario and Xx. Xxxxxxx Xxxxxxx Pariguana Moncca, in front of Xx. Xxxxxxx Xxxxx Scarpati Notary Public of Lima, on March 24, 2003. EXHIBIT B Feasibility Study Feasibility Study means a detailed report recommending the development of a mine, within the Property, for being economically viable and profitable to exploit the relevant deposit or deposits according to the parameters established in such study, contemplating the maximum prospective development and operation as is reasonable and economically viable according to the data available at the time such study is prepared. The study shall at least include the following information: 1. An estimate of recoverable mineral reserves and an estimate of its composition and content; the proposed procedure for the development and production of the mine; 2. Test results of the minerals that may be treated; 3. Characteristics and area where the proposed mine facilities will be located, which facilities may include mineral treatment facilities, if the size and location of the mineralized body renders such mineral treatment facility feasible; in which case, the report shall include a preliminary design of said mineral treatment facility; 4. Total costs, including the budget of capital costs reasonably required to acquire, build and install the structures, machinery and equipment required for the proposed mine, including an estimated timing of such requirements; 5. All environmental impact studies and cost thereof; 6. Proposed period in which commercial production of the mine will start; 7. Other data and information that is reasonably necessary to support the existence of a mineralized deposit of sufficient grade and size to justify the development of the mine, taking into account all business considerations, taxes and other economic considerations; and 8. Working capital requirements for the first four months of the mine operation, or for a longer period that is reasonably justified by the circumstances. The information contemplated above shall be of the quality and content that is generally required to produce a bankable feasibility study for lending institutions in the United States of America or Canada, with the purpose of determining the convenience of providing funding for the project. The preparation of a bankable feasibility study shall be at the sole expense of the party desiring to produce such study.. EXHIBIT C NET SMELTER RETURNS

Appears in 1 contract

Samples: Joint Venture Agreement

Confidentiality and Press Releases. Except where regulatory or stock exchange requirements prohibit, as well as for recording a public deed, the terms of this Letter of Intent, the Agreement and the Royalty Deed are to be held by the parties and their directors, officers, employees, consultants, agents, accountants, legal counsel, financing sources and those of its direct and indirect wholly-owned subsidiaries and parent companies (herein the "Representatives"), in strict confidence. It being agreed that each such Representative will be informed by the respective party of the confidential nature of this Letter Agreement and will agree to be bound by its the terms of this Letter and further, that each party will be responsible for any breach hereof of this Letter by its Representatives. If either party makes any public disclosure (e.g., press release) of the existence of this Letter of Intent or the terms herein without the prior written consent of the other, the non-disclosing party may revoke any obligations or agreements made herein. The parties understand that disclosure may be required pursuant to law or regulations of an applicable stock exchange, and, in the event that a party desires to make public disclosure, to the extent legally permissible, the other party shall receive two 3 business days to review and approve such disclosure, with such approval not to be unreasonably withheld. The party wishing to make a public disclosure shall make all reasonable edits requested by the other party. It is understood that this Letter Agreement shall be a binding and enforceable agreement as of the date it is executed by Solitario; provided, however, the Agreement shall be subject to a due diligence period during which Newmont shall have free access to examine all data, to sample the Property and to satisfy itself with respect to land title, the absence of environmental liabilities and similar matters. Newmont shall complete this due diligence within 30 days from the date of execution of this Letter Agreement, and to the extent that the results of such due diligence are deemed to be unsatisfactory, at Newmont's reasonable discretion, Newmont may withdraw from this Letter Agreement and its obligation to perform the Drilling Commitment. In the event any provision of this Letter Agreement of Intent is found to be inconsistent with, or contrary to law, rule or regulation, the latter shall be deemed to control and this Letter Agreement of Intent shall be regarded as modified accordingly and, as so modified, shall continue in full force and effect. This Letter Agreement of Intent is entered into and effective as of the date first written above. This Letter of Intent contains the entire understanding of the parties relating to the specific subject matter hereof, and supersedes all prior agreements and understandings between the parties. The parties have the necessary power and authority to enter into this Letter Agreement of Intent which shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Any amendments hereto shall be in writing and signed by the parties hereto. Newmont Overseas Exploration Limited By: /s/ Xxxxxx Santa Xxxx Name: Xxxxxx Santa Xxxx Title: President and Managing Director Agreed to and accepted this 5th day of April, 2004. Solitario Resources Corporation By: /s/Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: CFO 1 XXXXXXX UNO 1,000 01-02901-03 Titled 2 XXXXXXX DOS 1,000 01-03338-03 Titled 3 XXXXXXX TRES 700 01-03339-03 Titled 4 XXXXXXX CUATRO 800 01-03340-03 Titled 5 XXXXXXX XXXXX 800 01-03348-03 Titled 6 XXXXXXX XXXX 900 01-03349-03 Titled 7 XXXXXXX XXXXX 800 01-03406-03 In process 8 XXXXXXX OCHO 900 01-03407-03 Titled 9 XXXXXXX NUEVE 900 01-03633-03 In process 10 XXXXXXX DIES 1,000 01-03408-03 Titled 11 XXXXXXX ONCE 1,000 01-03409-03 Titled 12 XXXXXXX XXXX 700 01-00082-04 In process 13 XXXXXXX XXXXX 500 01-00083-04 In process 14 XXXXXXX XXXXXXX 1,000 01-00084-04 In process 15 POLET [1] 100 01-02680-03 Titled [1] Polet Option to Purchase Agreement is the agreement executed between Minera Solitario S.A.C., a wholly owned subsidiary of Solitario and Xx. Xxxxxxx Xxxxxxx Pariguana Moncca, in front of Xx. Xxxxxxx Xxxxx Scarpati Notary Public of Lima, on March 24, 2003. EXHIBIT B Feasibility Study means a detailed report recommending the development of a mine, within the Property, for being economically viable and profitable to exploit the relevant deposit or deposits according to the parameters established in such study, contemplating the maximum prospective development and operation as is reasonable and economically viable according to the data available at the time such study is prepared. The study shall at least include the following information: 1. An estimate of recoverable mineral reserves and an estimate of its composition and content; the proposed procedure for the development and production of the mine; 2. Test results of the minerals that may be treated; 3. Characteristics and area where the proposed mine facilities will be located, which facilities may include mineral treatment facilities, if the size and location of the mineralized body renders such mineral treatment facility feasible; in which case, the report shall include a preliminary design of said mineral treatment facility; 4. Total costs, including the budget of capital costs reasonably required to acquire, build and install the structures, machinery and equipment required for the proposed mine, including an estimated timing of such requirements; 5. All environmental impact studies and cost thereof; 6. Proposed period in which commercial production of the mine will start; 7. Other data and information that is reasonably necessary to support the existence of a mineralized deposit of sufficient grade and size to justify the development of the mine, taking into account all business considerations, taxes and other economic considerations; and 8. Working capital requirements for the first four months of the mine operation, or for a longer period that is reasonably justified by the circumstances. The information contemplated above shall be of the quality and content that is generally required to produce a bankable feasibility study for lending institutions in the United States of America or Canada, with the purpose of determining the convenience of providing funding for the project. The preparation of a bankable feasibility study shall be at the sole expense of the party desiring to produce such study.Exhibit A BANKABLE FEASIBILITY STUDY

Appears in 1 contract

Samples: Letter of Intent (Solitario Resources Corp)

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Confidentiality and Press Releases. Except where regulatory or stock exchange requirements prohibit, as well as for recording a public deed, the terms of this Letter Agreement of Intent and the Agreement, and, with respect to Solitario, all reports and data which Solitario obtains pursuant to this Letter of Intent and the Agreement, are to be held by the parties and their directors, officers, employees, consultants, agents, accountants, legal counsel, financing sources and those of its direct and indirect wholly-owned subsidiaries and parent companies (herein the "Representatives"), in strict confidence. It being agreed that each such Representative will be informed by the respective party of the confidential nature of this Letter Agreement and will agree to be bound by its the terms of this Letter and further, that each party will be responsible for any breach hereof of this Letter by its Representatives. If either party makes any public disclosure (e.g., press release) of the existence of this Letter of Intent or the terms herein without the prior written consent of the other, the non-disclosing party may revoke any obligations or agreements made herein. The parties understand that disclosure may be required pursuant to law or regulations of an applicable stock exchange, and, in the event that a party desires to make public disclosure, to the extent legally permissible, the other party shall receive two 3 business days to review and approve such disclosure, with such approval not to be unreasonably withheld. The party wishing to make a public disclosure shall make all reasonable edits requested by the other party. It is understood that this Letter Agreement shall be a binding and enforceable agreement as of the date it is executed by Solitario; provided, however, the Agreement shall be subject to a due diligence period during which Newmont shall have free access to examine all data, to sample the Property and to satisfy itself with respect to land title, the absence of environmental liabilities and similar matters. Newmont shall complete this due diligence within 30 days from the date of execution of this Letter Agreement, and to the extent that the results of such due diligence are deemed to be unsatisfactory, at Newmont's reasonable discretion, Newmont may withdraw from this Letter Agreement and its obligation to perform the Drilling Commitment. In the event any provision of this Letter Agreement of Intent is found to be inconsistent with, or contrary to law, rule or regulation, the latter shall be deemed to control and this Letter Agreement of Intent shall be regarded as modified accordingly and, as so modified, shall continue in full force and effect. This Except as expressly set out in this Letter Agreement contains of Intent and the entire understanding Agreement, the terms of the parties relating to Stock Purchase Agreement and the specific subject matter hereof, and supersedes all prior agreements and understandings between Royalty Grants shall not be amended by this Letter of Intent or the partiesAgreement. The parties have the necessary power and authority to enter into this Letter Agreement of Intent which shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Any amendments hereto shall be in writing and signed by the parties hereto. This Letter of Intent is entered into and effective as of the date first written above. A. By: /s/ Xxxxxx Santa Xxxx NameDate: Xxxxxx Santa Xxxx Title: President and Managing Director Agreed to and accepted this 5th day of April, 2004. By: /s/Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Xxxxxx Title: CFO 1 XXXXXXX UNO 1,000 01-02901-03 Titled 2 XXXXXXX DOS 1,000 01-03338-03 Titled 3 XXXXXXX TRES 700 01-03339-03 Titled 4 XXXXXXX CUATRO 800 01-03340-03 Titled 5 XXXXXXX XXXXX 800 01-03348-03 Titled 6 XXXXXXX XXXX 900 01-03349-03 Titled 7 XXXXXXX XXXXX 800 01-03406-03 In process 8 XXXXXXX OCHO 900 01-03407-03 Titled 9 XXXXXXX NUEVE 900 01-03633-03 In process 10 XXXXXXX DIES 1,000 01-03408-03 Titled 11 XXXXXXX ONCE 1,000 01-03409-03 Titled 12 XXXXXXX XXXX 700 01-00082-04 In process 13 XXXXXXX XXXXX 500 01-00083-04 In process 14 XXXXXXX XXXXXXX 1,000 01-00084-04 In process 15 POLET [1] 100 01-02680-03 Titled [1] Polet Option to Purchase Agreement is the agreement executed between Manager Minera Solitario S.A.C.Chaupiloma Dos xx Xxxxxxxxx, a wholly owned subsidiary of Solitario and Xx. Xxxxxxx Xxxxxxx Pariguana Moncca, in front of Xx. Xxxxxxx Xxxxx Scarpati Notary Public of Lima, on March 24, 2003. EXHIBIT B Feasibility Study means a detailed report recommending the development of a mine, within the Property, for being economically viable and profitable to exploit the relevant deposit or deposits according to the parameters established in such study, contemplating the maximum prospective development and operation as is reasonable and economically viable according to the data available at the time such study is prepared. The study shall at least include the following informationS.R.L. By: Date: Name: Title: 1. An estimate of recoverable mineral reserves and an estimate of its composition and content; the proposed procedure for the development and production of the mine; 2. Test results of the minerals that may be treated; 3. Characteristics and area where the proposed mine facilities will be located, which facilities may include mineral treatment facilities, if the size and location of the mineralized body renders such mineral treatment facility feasible; in which case, the report shall include a preliminary design of said mineral treatment facility; 4. Total costs, including the budget of capital costs reasonably required to acquire, build and install the structures, machinery and equipment required for the proposed mine, including an estimated timing of such requirements; 5. All environmental impact studies and cost thereof; 6. Proposed period in which commercial production of the mine will start; 7. Other data and information that is reasonably necessary to support the existence of a mineralized deposit of sufficient grade and size to justify the development of the mine, taking into account all business considerations, taxes and other economic considerations; and 8. Working capital requirements for the first four months of the mine operation, or for a longer period that is reasonably justified by the circumstances. The information contemplated above shall be of the quality and content that is generally required to produce a bankable feasibility study for lending institutions in the United States of America or Canada, with the purpose of determining the convenience of providing funding for the project. The preparation of a bankable feasibility study shall be at the sole expense of the party desiring to produce such study.

Appears in 1 contract

Samples: Letter of Intent (Solitario Resources Corp)

Confidentiality and Press Releases. Except where regulatory (a) No Party shall make, or stock exchange requirements prohibitpermit the making of, any press release or similar public announcement with respect to this Agreement or the terms Transaction, and each Party shall keep confidential and not disclose to any third party this Agreement or any confidential information regarding any other Party disclosed to it in connection with this Agreement or its implementation, other than (i) disclosure on a need to know basis to professional advisors, (on AKASOL’s side) to the members of this Letter Agreement are to be held by the parties its supervisory board and their directorsadvisors, officers(on the Acquirors’ side) to sources of debt financing, employees, consultants, agents, accountants, legal counsel, financing sources and those of its direct and indirect wholly-owned subsidiaries and parent companies (herein to the "Representatives"), in strict confidence. It being agreed that each such Representative will be informed by the respective party issuer of the confidential nature of this Letter Agreement Financing Confirmation and will agree to be bound by its terms Affiliates or lenders, (ii) as expressly agreed upon with the other Parties and further, that each party will be responsible for any breach hereof by its Representatives. The parties understand that disclosure (iii) as may be required pursuant to law or regulations of an applicable stock exchange, andrequired, in the event that good faith discretion of the disclosing party, in order to comply with the requirements of applicable laws or the rules and regulations of any stock exchange upon which any securities of the relevant Party or any of its parent companies are listed. In such circumstances, any disclosure shall be no more extensive in scope and nature than the minimum standard required by the relevant laws, orders, rules or regulations. If a party desires person is so required to make any announcement of or to disclose any confidential information, the relevant Party shall promptly notify the other Party or Parties concerned, where practicable and lawful to do so, before the announcement is made or disclosure occurs and shall cooperate with the other Party or Parties regarding the timing and content of such announcement or disclosure or any action which the other Party or Parties may reasonably elect to take to challenge the validity of such requirement. (b) Clause 12.6(a) shall not include information that (i) is or has become known in the public disclosure, domain other than through a fault of the Party obliged to hold the information confidential or of any of such Party’s Affiliates or (ii) was lawfully known to such Party or to any of such Party’s Affiliates prior to the extent legally permissible, signing of this Agreement and which is not subject to any other confidential obligation to the other party shall receive two business days Party or Parties concerned. Project ABBA BCA (c) Either Party may however disclose any information in connection with this Agreement to review its professional advisers and approve such disclosure, with such approval not to be unreasonably withheld. The party wishing to make a public disclosure shall make all reasonable edits requested by consultants involved in the other party. It is understood that negotiations of this Letter Agreement shall be a binding and enforceable agreement as the Offer Document (including the professional advisors of the date it is executed by Solitario; provided, however, supervisory board of AKASOL) and the Agreement shall be subject to Reasoned Statement may contain a due diligence period during which Newmont shall have free access to examine all data, to sample the Property and to satisfy itself with respect to land title, the absence of environmental liabilities and similar matters. Newmont shall complete this due diligence within 30 days from the date of execution summary of this Letter Agreement, . (d) If and to the extent this clause 12.5 and the confidentiality agreement entered into between BW and the Company dated 15 July 2020 overlap, this clause 12.5 shall prevail. (e) From the Effective Date, none of the Parties shall make any further public announcements or press releases in relation to the Transaction, unless otherwise agreed between the Parties, explicitly provided for in this Agreement or required by applicable law or upon written request by a competent authority. Notwithstanding the foregoing, BW may disclose information regarding this Agreement, the Offer and the AKASOL Group in meetings with its existing or prospective investors, provided that the results Acquirors shall provide a copy of any presentation to be used in such an investor meeting to AKASOL in advance of such due diligence are deemed to be unsatisfactory, at Newmont's reasonable discretion, Newmont may withdraw from this Letter Agreement and its obligation to perform the Drilling Commitment. In the event any provision of this Letter Agreement is found to be inconsistent with, or contrary to law, rule or regulation, the latter shall be deemed to control and this Letter Agreement shall be regarded as modified accordingly and, as so modified, shall continue in full force and effect. This Letter Agreement contains the entire understanding of the parties relating to the specific subject matter hereof, and supersedes all prior agreements and understandings between the parties. The parties have the necessary power and authority to enter into this Letter Agreement which shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Any amendments hereto shall be in writing and signed by the parties hereto. By: /s/ Xxxxxx Santa Xxxx Name: Xxxxxx Santa Xxxx Title: President and Managing Director Agreed to and accepted this 5th day of April, 2004. By: /s/Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: CFO 1 XXXXXXX UNO 1,000 01-02901-03 Titled 2 XXXXXXX DOS 1,000 01-03338-03 Titled 3 XXXXXXX TRES 700 01-03339-03 Titled 4 XXXXXXX CUATRO 800 01-03340-03 Titled 5 XXXXXXX XXXXX 800 01-03348-03 Titled 6 XXXXXXX XXXX 900 01-03349-03 Titled 7 XXXXXXX XXXXX 800 01-03406-03 In process 8 XXXXXXX OCHO 900 01-03407-03 Titled 9 XXXXXXX NUEVE 900 01-03633-03 In process 10 XXXXXXX DIES 1,000 01-03408-03 Titled 11 XXXXXXX ONCE 1,000 01-03409-03 Titled 12 XXXXXXX XXXX 700 01-00082-04 In process 13 XXXXXXX XXXXX 500 01-00083-04 In process 14 XXXXXXX XXXXXXX 1,000 01-00084-04 In process 15 POLET [1] 100 01-02680-03 Titled [1] Polet Option to Purchase Agreement is the agreement executed between Minera Solitario S.A.C., a wholly owned subsidiary of Solitario and Xx. Xxxxxxx Xxxxxxx Pariguana Moncca, in front of Xx. Xxxxxxx Xxxxx Scarpati Notary Public of Lima, on March 24, 2003. EXHIBIT B Feasibility Study means a detailed report recommending the development of a mine, within the Property, for being economically viable and profitable to exploit the relevant deposit or deposits according to the parameters established in such study, contemplating the maximum prospective development and operation as is reasonable and economically viable according to the data available at the time such study is prepared. The study shall at least include the following information: 1. An estimate of recoverable mineral reserves and an estimate of its composition and content; the proposed procedure for the development and production of the mine; 2. Test results of the minerals that may be treated; 3. Characteristics and area where the proposed mine facilities will be located, which facilities may include mineral treatment facilities, if the size and location of the mineralized body renders such mineral treatment facility feasible; in which case, the report shall include a preliminary design of said mineral treatment facility; 4. Total costs, including the budget of capital costs reasonably required to acquire, build and install the structures, machinery and equipment required for the proposed mine, including an estimated timing of such requirements; 5. All environmental impact studies and cost thereof; 6. Proposed period in which commercial production of the mine will start; 7. Other data and information that is reasonably necessary to support the existence of a mineralized deposit of sufficient grade and size to justify the development of the mine, taking into account all business considerations, taxes and other economic considerations; and 8. Working capital requirements for the first four months of the mine operation, or for a longer period that is reasonably justified by the circumstances. The information contemplated above shall be of the quality and content that is generally required to produce a bankable feasibility study for lending institutions in the United States of America or Canada, with the purpose of determining the convenience of providing funding for the project. The preparation of a bankable feasibility study shall be at the sole expense of the party desiring to produce such studyinvestor meeting.

Appears in 1 contract

Samples: Business Combination Agreement (Borgwarner Inc)

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