Covenants of Optionee. 11.1 At the signing of this Agreement or as soon as possible thereafter, the Optionee will provide the Optionors a Quitclaim Deed and a Declaration of Value, in forms reasonably acceptable to the Optionors, which are to be held in trust by the lawyers for the Optionors, on commercially reasonable terms reasonably acceptable to the Optionee and released as follows:
(a) to the Optionors in the event that the Option expires without exercise or is terminated by either party to this Agreement, in which case the Optionors may record the documents against the title to the Property; and
(b) to the Optionee upon the exercise of the Option.
11.2 Further, this Agreement provides for the possibility of additional mining claims becoming subject to the Option in this Agreement and also the right of the Optionee to abandon some mining claims subject to the Option, in certain circumstances. As a result, the list of mining claims, at any time in the future, may be different from the list of mining claims as of the date of this Agreement. Therefore, the Optionee agrees that should the list of mining claims vary from the list of mining claims presently set out in this Agreement (which is also the same list in the current Quitclaim Deed), then as soon as the list of mining claims changes, the Optionee will complete and have duly executed a further Quitclaim Deed and a further Declaration of Value and will immediately deliver that Quitclaim Deed and Declaration of Value to the lawyers for the Optionors to be held in trust pursuant to Section 11.1 and the Optionors will cause the previous unused Quitclaim Deed and Declaration of Value to be marked as void and then will deliver the voided Quitclaim Deed and Declaration of Value to the lawyers for the Optionee.
11.3 Following the signing of this Agreement, the Optionee will:
(a) in addition to and not in substitution for the obligations to keep the Property in good standing as set forth elsewhere in this Agreement, keep the Property in good standing for a period of one year following the date of the termination, expiration or exercise of the Option;
(b) keep the Property free and clear of all liens, charges and encumbrances arising from its operations hereunder during the term of the Option and then for a period of six years following the date of the termination, expiration or exercise of the Option;
(c) in the event that the laws in the State of Nevada or the federal laws of the United States of America allow or require the fili...
Covenants of Optionee. Optionee covenants and agrees with Optionor that so long as Optionee is the Operator of the exploration program on the Property:
(a) It will maintain the Property in good standing and will pay all rentals, rates, duties, royalties, assessments, fees, taxes or other government charges levied with respect to the Property or Optionee’s operations thereon which shall fall due during the Term. Notwithstanding the forgoing, and in acknowledgement that record title of the Property shall remain in the name of Optionor until such time as exercise of the Option, Optionor shall cooperate with and assist Optionee with the preparation of documentation required for the payment of such rentals, rates, duties, royalties, assessments, fees, taxes or other government charges levied with respect to the Property or Optionee’s operation thereon which shall fall due during the Term. In the event that Optionor fails to cooperate with and assist Optionee with the preparation of documentation required for the payment of such rentals, rates, duties, royalties, assessments, fees, taxes or other government charges levied with respect to the Property or Optionee’s operation thereon which shall fall due during the Term, Optionor hereby grants Optionee the full power of attorney to make all such payments and take all actions necessary or prudent, in Optionee’s sole and absolute discretion, to preserve the property, and any such payments made as well any reasonable costs incurred by Optionee shall be deducted from any cash payments due Optionor pursuant to Section 3.2(a) hereunder;
(b) It will carry out its operations on the Property in a careful and miner-like manner and in accordance with applicable laws and regulations of the State of Arizona;
(c) It will properly pay all accounts of every nature and kind for wages, supplies, Workers’ Compensation Assessments, or the equivalent under Arizona law, income tax deductions, and all other accounts and indebtedness incurred by it so that no claim or lien arises thereon or upon the ore or minerals contained therein and it will indemnify Optionor and save them harmless from any and all loss, costs, actions, suits, damages or claims which may be made against Optionor in respect of the operations on the Property, provided however, that Optionee shall have the right to contest the validity of any such lien or claim of lien;
(d) Upon termination of this Agreement, it will leave the Property in a safe condition in accordance with the applicable reg...
Covenants of Optionee. 4.1 During the Option, Optionee shall:
(a) maintain in good standing the claims or other interests comprising the Property by the doing and filing of assessment work or the making of payments in lieu thereof;
(b) keep the Property free and clear of all Liens arising from its operations hereunder (except liens for taxes not yet due, other inchoate liens or liens contested in good faith by Optionee) and proceed with all diligence to contest or discharge any Lien that is filed;
(c) pay or cause to be paid all workers and wage earners employed by it or its contractors on the Property, and pay for all materials, services and supplies purchased or delivered in connection with its activities on or with respect to the Property;
(d) permit Optionor, or its representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times and to all records and reports, if any, prepared by Optionee in connection with work done on or with respect to the Property, and furnish Optionor once each calendar year with a report with respect to the work carried out by Optionee on the Property and material results obtained; and
(e) conduct all work on or with respect to the Property in a good and workmanlike manner and in compliance with all applicable federal, provincial and local laws, rules, orders and regulations, and indemnify and save Optionor harmless from any and all claims, suits, demands, losses and expenses including, without limitation, with respect to environmental matters, made or brought against it as a result of work done or any act or thing done or omitted to be done by Optionee on or with respect to the Property.
4.2 In the event of termination of the Option for any reason other than through the exercise thereof, Optionee will:
(a) ensure the Property is free and clear of all Liens;
(b) provide Optionor with copies of all data and information related to the Property that was not provided to Optionor prior to the termination of this Agreement, together with, if applicable all drill cores and unprocessed assay samples;
(c) have the right (and, if requested by Optionor within 90 days of the effective date of termination, the obligation) to remove from the Property within nine months of termination of this Agreement all facilities erected, installed or brought upon the Property by or at the instance of Optionee, failing which, the facilities shall become the property of Optionor; and
(d) perform all reclamation work on ...
Covenants of Optionee. 13.1 During the term of this Agreement (commencing as of the date of the Original Agreement), Optionee shall:
(a) not conduct any operations or activities whatsoever, on, in or under, or disturb or impact in any manner whatsoever, any of the historic mine facilities or infrastructure that are located on, in and under the surface of the Property including without limitation, all surface facilities and infrastructure including the tailings storage facilities and all underground mine workings and infrastructure, without the prior agreement of Optionor;
(b) not conduct any operations or activities whatsoever that could reasonably be expected to encroach upon, impact or affect any of the lands that are within 25 meters (in any direction) of the historic mine facilities or infrastructure on, in and under the surface of the Property including without limitation, all surface facilities and infrastructure including the tailings storage facilities and all underground mine workings and infrastructure (each a “Buffer Zone”), without the prior agreement of Optionor;
(c) without limiting the generality of Sections 13.1(a) and 13.1(b), not to enter upon, conduct any operations or activities whatsoever, on, in or under, or disturb or impact in any manner whatsoever any of the lands that are the subject of the Land Act Leases without the prior agreement of Optionor and acknowledges that prior written consent of the Crown is required under Land Act Lease No. 740715 in order for Optionee to use or occupy the land that is the subject of Land Act Lease No. 740715;
(d) not interfere with or disrupt any of the Barrick Reclamation Activities that are carried on by or on behalf of Optionor from time to time on the Property
(e) conduct its operations and activities only in accordance with work plans that have been submitted to Optionor in accordance with Section 13.1(f) and that do not contravene Section 13.1(a), 13.1(b), 13.1(c) or 13.1(d);
(f) provide to Optionor all proposed work plans in respect of its proposed activities or operations on or in respect of the Property at least 30 days prior to conducting such activities or operations, for review by Optionor to ensure that any such activities or operations will not contravene Section 13.1(a), 13.1(b), 13.1(c) or 13.1(d). If within such 30 day period, Optionor objects in writing to any such proposed work plan on the basis that it will contravene Section 13.1(a), 13.1(b), 13.1(c) or 13.1(d), Optionee shall revise such work plan an...
Covenants of Optionee. For purposes of this Section 8.3, the term “Restricted Period” shall mean the period commencing as of the date of this Agreement and terminating on the second annual anniversary (or, in the case of Section 8.3.2(iii), the first annual anniversary), of the date Optionee’s employment terminated; provided, that the “Restricted Period” also shall encompass any period of time from whichever anniversary date is applicable until and ending on the last date Optionee is to be paid any payment; and provided further, that the “Restricted Period” shall be tolled and extended for any period of time during which Optionee is found to be in violation of the covenants set forth in this section 8.
Covenants of Optionee. From the date hereof until the Execution Date, Optionee agrees it shall not by its actions or omissions cause (a) the representations and warranties of Optionee in the Purchase Agreement to be untrue in any material respect on the Execution Date or (b) the schedules delivered by the Company pursuant to Section 4 to be different than the Schedules attached hereto as part of Exhibit A in a manner which is materially adverse to Optionee or the Company.
Covenants of Optionee. Optionee covenants and agrees with and for the benefit of Parent, Purchaser and the Company as follows:
(a) Except as expressly contemplated by the terms of this Agreement, Optionee shall not:
(i) until the Expiration Date (as defined herein), sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Options to any person, other than Purchaser or Purchaser's designee. Any attempted transfer or other disposition in violation of this Section 4.01(a)(i) shall be null and void; or
(ii) until the Expiration Date, take any other action that would in any way restrict, limit or interfere with the performance of Optionee's obligations hereunder or the transactions contemplated to be performed by Optionee hereunder.
Covenants of Optionee. 9.01 The Optionee covenants and agrees with the Optionor that until the Option its exercised or terminated it shall:
(a) carry out and record or cause to be carried out and recorded all such assessment work upon the Property under option as may be required in order to maintain such Property in good standing at all times during the term of this Option Agreement;
(b) keep such Property clear of liens and other charges arising from its operations thereon;
(c) carry an all operations on such Property in compliance with all applicable governmental regulations and restrictions;
(d) pay or cause to be paid any rates, taxes, duties, royalties, assessments or fees charged or levied with respect to such Property or the Optionee's operations thereon;
(e) indemnify and hold the Optionor harmless from any and all liabilities, costs, damages or charges arising from the failure of the Optionee to comply with the covenants contained in this article or otherwise arising from its operations on the Property;
(f) allow the Optionor access at all reasonable times and intervals to all maps, reports, assay results and other factual technical data prepared or obtained by the Optionee in connection with its operations on the Property;
(g) use its best efforts to file with, and have the TSX accept, this Option Agreement.
Covenants of Optionee. For purposes of this Section 8.3, the term “Restricted Period” shall mean the period commencing as of the date of this Agreement and terminating on the second anniversary (or, in the case of Section 8.3.2(iii), the first anniversary), of the date Optionee’s employment terminated provided that the “Restricted Period” also shall encompass any period of time from whichever anniversary date is applicable until and ending on the last date Optionee is to be paid any payment. In consideration of the acknowledgments by Optionee, and in consideration of the compensation and benefits to be paid or provided to Optionee by the Company, Optionee covenants and agrees that during the Restricted Period, the Optionee will not, directly or indirectly, for Optionee’s own benefit or for the benefit of any other person or entity other than the Company:
Covenants of Optionee. (a) Optionee shall inspect the Property, review all reports and attempt to satisfy any conditions for the benefit of Optionee;
(b) Optionee shall provide the necessary funds required to complete the successful close of this transaction.
