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 filing of assessment reports, then from time to time, file all exploration work as assessment work against the Property to the maximum allowable extent; (d) subject to Section 11.3(c), the Optionee will file, as assessment work against each of the mining claims then forming the Property, all exploration expenses to the maximum amount allowable and will use its best efforts to ensure that the applicable government authority accepts all of those expenditures as assessment and the Optionee will ensure that the assessment work is credited to each of the mining claims then forming the Property; (e) permit the Optionors, or their representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times; (f) permit the Optionors, or their representatives duly authorized by it in writing, access to all records pertaining to the Property, including those prepared by the Optionee and those prepared by other people both before and after the date of this Agreement, in respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or work done on or with respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised), including, but not restricted to, all drill core, assay pulps, maps, drilling logs, assay results and other technical data acquired by the Optionee or compiled by or on behalf of the Optionee with respect to the Property (or any Mining Tenure, whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including any interpretive data or conclusions and copies of all books, accounts and records of operations conducted by or on behalf of the Optionee on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or by others on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised); (g) without demand from the Optionors, deliver to the Optionors, as soon as possible after receipt by the Optionee thereof, all documents referred to in Section 11.3(f); (h) conduct all work on or with respect to the Property in a careful and minerlike manner and in compliance with all applicable Federal, Provincial and local laws, rules, orders and regulations; (i) not breach any Environmental Laws; (j) not do anything to incur Environmental Liabilities; (k) indemnify and hold the Optionors harmless from and against any and all expenses, losses, claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that result from a breach of any term of this Agreement or may be incurred in advising with respect to and/or defending any claim that may be made against the Optionors, to which the Optionors may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, (i) any taxes, fees or other amounts owing to any governmental agency in respect of the Property and (ii) any work conducted on the Property by the Optionee or its employees, contractors or agents and including, but not restricted to, any breach or alleged breach of any Environmental Laws; (l) deliver to the Optionors Technical Reports as follows: (i) by September 15, 2014 for the period ended July 1, 2014; (j) by April 30 of each successive year during the term of the Option for the period ended the previous December 31; and
Appears in 1 contract
Samples: Option Agreement (Northern Minerals & Exploration Ltd.)
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 is to be held in trust by the lawyers for the Optionors, on commercially reasonable terms reasonably acceptable to the Optionee Optionors and released as followsfollows and then which may be registered against the title to the Property:
(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 filing of assessment reports, then from time to time, file all exploration work as assessment work against the Property to the maximum allowable extent;
(d) subject to Section 11.3(c11.1(c), the Optionee will file, as assessment work against each of the mining claims then forming the Property, all exploration expenses to the maximum amount allowable and will use its best efforts to ensure that the applicable government authority accepts all of those expenditures as assessment and the Optionee will ensure that the assessment work is credited to each of the mining claims then forming the Property;
(e) permit the Optionors, or their representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times;
(f) permit the Optionors, or their representatives duly authorized by it in writing, access to all records pertaining to the Property, including those prepared by the Optionee and those prepared by other people both before and after the date of this Agreement, in respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised) or work done on or with respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including, but not restricted to, all drill core, assay pulps, maps, drilling logs, assay results and other technical data acquired by the Optionee or compiled by or on behalf of the Optionee with respect to the Property (or any Mining Tenure, whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including any interpretive data or conclusions and copies of all books, accounts and records of operations conducted by or on behalf of the Optionee on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised) or by others on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised);
(g) without demand from the Optionors, deliver to the Optionors, as soon as possible after receipt by the Optionee thereof, all documents referred to in Section 11.3(f11.1(f);
(h) conduct all work on or with respect to the Property in a careful and minerlike manner and in compliance with all applicable Federal, Provincial and local laws, rules, orders and regulations;
(i) not breach any Environmental Laws;
(j) not do anything to incur Environmental Liabilities;
(k) indemnify and hold the Optionors harmless from and against any and all expenses, losses, claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that result from a breach of any term of this Agreement or may be incurred in advising with respect to and/or defending any claim that may be made against the Optionors, to which the Optionors may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, (i) any taxes, fees or other amounts owing to any governmental agency in respect of the Property and (ii) any work conducted on the Property by the Optionee or its employees, contractors or agents and including, but not restricted to, any breach or alleged breach of any Environmental Laws;
(l) deliver to the Optionors Technical Reports as follows:
(i) by September 15, 2014 2013 for the period ended July 1, 20142013;
(j) by April 30 of each successive year during the term of the Option for the period ended the previous December 31; and
Appears in 1 contract
Covenants of Optionee. 11.1 At 6.1 During 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 currency of this Agreement, the Optionee willshall:
(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 Mineral Claims free and clear of all liens, charges and encumbrances arising from its encumbrances; comply with all applicable laws, rules and regulations; and carry out operations hereunder during in a good and workmanlike manner in accordance with generally accepted mining practice;
(b) maintain the term of Mineral Claims and the Option and then for a period of six years following the date of the termination, expiration or exercise of the OptionUnderlying Agreements in good standing;
(c) not breach or fail to fulfil, perform or observe the terms and conditions of or pertaining to the licenses comprised 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 filing of assessment reports, then from time to time, file all exploration work as assessment work against the Property to the maximum allowable extentMineral Claims;
(d) subject provide to Section 11.3(c)the Optionors within 30 days of the end of each calendar quarter during which any Qualified Expenditures have been incurred comprehensive written reports showing the operations carried out and the results obtained and detailing the Qualified Expenditures incurred together with evidence of payment thereof. The Optionors shall at all reasonable times have access to the Mineral Claims, provided that the Optionors will not interfere with the Optionee's operations hereunder. The Optionors will have the right from time to time on reasonable notice to the Optionee will file, as assessment work against each to audit and make copies of the mining claims then forming the Property, all exploration expenses to the maximum amount allowable books and will use its best efforts to ensure that the applicable government authority accepts all records of those expenditures as assessment and the Optionee will ensure that the assessment work is credited which are relevant to each of the mining claims then forming the Property;Qualified Expenditures; and
(e) permit the Optionors, or their representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times;
(f) permit the Optionors, or their representatives duly authorized by it in writing, access to all records pertaining to the Property, including those prepared by the Optionee and those prepared by other people both before and after the date of this Agreement, in respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or work done on or with respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised), including, but not restricted to, all drill core, assay pulps, maps, drilling logs, assay results and other technical data acquired by the Optionee or compiled by or on behalf of the Optionee with respect to the Property (or any Mining Tenure, whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including any interpretive data or conclusions and copies of all books, accounts and records of operations conducted by or on behalf of the Optionee on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or by others on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised);
(g) without demand from the Optionors, deliver to the Optionors, as soon as possible after receipt by the Optionee thereof, all documents referred to in Section 11.3(f);
(h) conduct all work on or with respect to the Property in a careful and minerlike manner and in compliance with all applicable Federal, Provincial and local laws, rules, orders and regulations;
(i) not breach any Environmental Laws;
(j) not do anything to incur Environmental Liabilities;
(k) indemnify and hold save harmless the Optionors harmless from and against any and all expenses, losses, claims, actionsdebts, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actionsdemands, suits, proceedings or claims), actions and the reasonable fees and expenses causes of its counsel that result from a breach of any term of this Agreement or action whatsoever which may be incurred in advising with respect to and/or defending any claim that may be brought or made against the OptionorsOptionors by any person, to which the Optionors may become subject firm or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expensescorporation and all loss, losses, claimscosts, damages, expenses and liabilities which may be suffered or actions arise incurred by the Optionors arising out of or are basedin connection with or in any way referable to, whether directly or indirectly, (i) any taxesthe entry on, fees presence on, or other amounts owing to any governmental agency in respect of the Property and (ii) any work conducted activities on the Property Mineral Claims or the approaches thereto by the Optionee or its employees, contractors servants or agents and including, but not restricted to, including without limitation bodily injuries or death at any breach time resulting therefrom or alleged breach of any Environmental Laws;damage to property.
(lf) deliver to The Optionee will retain Xxxxxx Xxxxx as a consultant in accordance with the Optionors Technical Reports Consulting Agreement attached as follows:
(i) by September 15, 2014 for the period ended July 1, 2014;
(j) by April 30 of each successive year during the term of the Option for the period ended the previous December 31; andSchedule "D".
Appears in 1 contract
Covenants of Optionee. 11.1 At 6.1 During the signing of this Agreement or as soon as possible thereafter, the Earn-in Period 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 followsshall:
(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 Encumbrances arising from its operations hereunder during (other than those in effect on the term of Effective Date and 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 Encumbrance that is filed;
(b) pay or cause to be paid all workers and wage earners employed by it or its contractors on the Option Property, and then pay for a period of six years following all materials, services and supplies purchased or delivered in connection with its activities on or with respect to the date of the termination, expiration or exercise of the OptionProperty;
(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 filing of assessment reports, then from time to time, file all exploration work as assessment work against the Property to the maximum allowable extent;
(d) subject to Section 11.3(c), the Optionee will file, as assessment work against each of the mining claims then forming the Property, all exploration expenses to the maximum amount allowable and will use its best efforts to ensure that the applicable government authority accepts all of those expenditures as assessment and the Optionee will ensure that the assessment work is credited to each of the mining claims then forming the Property;
(e) permit the OptionorsOptionor, or their its representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times;
(f) permit the Optionors, or their representatives duly authorized by it in writing, access times and to all records pertaining to the Propertyand reports, including those if any, prepared by the Optionee and those prepared by other people both before and after the date of this Agreement, in respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or connection with work done on or with respect to the Property Property, and furnish Optionor within sixty (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised), including, but not restricted to, all drill core, assay pulps, maps, drilling logs, assay results and other technical data acquired by the Optionee or compiled by or on behalf 60) days of the Optionee completion of a Program with a report with respect to the Property (or any Mining Tenure, whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including any interpretive data or conclusions work carried out by Optionee pursuant to such Program and copies of all books, accounts and records of operations conducted by or on behalf of the Optionee on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or by others on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised);material results obtained; and
(g) without demand from the Optionors, deliver to the Optionors, as soon as possible after receipt by the Optionee thereof, all documents referred to in Section 11.3(f);
(hd) conduct all work on or with respect to the Property in a careful and minerlike workmanlike manner and in compliance with all applicable FederalApplicable Laws, Provincial and local lawsindemnify and save Optionor harmless from any and all claims, rulessuits, orders demands, losses and regulationsexpenses 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.
6.2 In the event of termination of the Option for any reason other than through the exercise thereof, this Agreement, including the Option, but excluding this Section 6.2 (which will continue in full force and effect for so long as is required to give full effect to the same) will be of no further force and effect except that Optionee will:
(a) leave the claims comprising the Property in good standing for a period of two years from the effective date of termination;
(ib) not breach any Environmental Laws;
(j) not do anything to incur Environmental Liabilities;
(k) indemnify and hold leave the Optionors harmless from and against any and all expenses, losses, claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that result from a breach of any term of this Agreement or may be incurred in advising with respect to and/or defending any claim that may be made against the Optionors, to which the Optionors may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, (i) any taxes, fees or other amounts owing to any governmental agency in respect of the Property and (ii) any work conducted on the Property by the Optionee or its employees, contractors or agents and including, but not restricted to, any breach or alleged breach of any Environmental Laws;
(l) deliver to the Optionors Technical Reports as followsProperty:
(i) by September 15free and clear of all Encumbrances arising from its operations hereunder,
(ii) in a safe and orderly condition, 2014 for and
(iii) in a condition which is in compliance with all Applicable Laws with respect to reclamation and rehabilitation of all disturbances resulting from Optionee’s use and occupancy of the period ended July 1, 2014Property;
(jc) deliver to Optionor, within 120 days of a written request therefor, a report on all work carried out by April 30 Optionee on the Property (limited to factual matters only) together with copies of each successive year during all sample location maps, drillhole assay logs, assay results and other technical data compiled by Optionee with respect to the term Property;
(d) have the right (and, if requested by Optionor within 120 days of the Option for effective date of termination, the period ended obligation) to remove from the previous December 31Property all Facilities erected, installed or brought upon the Property by or at the instance of Optionee, provided however that this right will expire six months following termination; and
(e) file a report written to British Columbia assessment report standards on such work carried out by Optionee on the Property up to the date of termination which was not contained in a previously filed assessment report, as may be reasonably requested by Optionor.
Appears in 1 contract
Samples: Mineral Property Option Agreement
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 is to be held in trust by the lawyers for the Optionors, on commercially reasonable terms reasonably acceptable to the Optionee Optionors and released as followsfollows and then which may be registered against the title to the Property:
(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 filing of assessment reports, then from time to time, file all exploration work as assessment work against the Property to the maximum allowable extent;
(d) subject to Section 11.3(c11.1(c), the Optionee will file, as assessment work against each of the mining claims then forming the Property, all exploration expenses to the maximum amount allowable and will use its best efforts to ensure that the applicable government authority accepts all of those expenditures as assessment and the Optionee will ensure that the assessment work is credited to each of the mining claims then forming the Property;
(e) permit the Optionors, or their representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times;
(f) permit the Optionors, or their representatives duly authorized by it in writing, access to all records pertaining to the Property, including those prepared by the Optionee and those prepared by other people both before and after the date of this Agreement, in respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised) or work done on or with respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including, but not restricted to, all drill core, assay pulps, maps, drilling logs, assay results and other technical data acquired by the Optionee or compiled by or on behalf of the Optionee with respect to the Property (or any Mining Tenure, whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including any interpretive data or conclusions and copies of all books, accounts and records of operations conducted by or on behalf of the Optionee on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised) or by others on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised);
(g) without demand from the Optionors, deliver to the Optionors, as soon as possible after receipt by the Optionee thereof, all documents referred to in Section 11.3(f11.1(f);
(h) conduct all work on or with respect to the Property in a careful and minerlike manner and in compliance with all applicable Federal, Provincial and local laws, rules, orders and regulations;
(i) not breach any Environmental Laws;
(j) not do anything to incur Environmental Liabilities;
(k) indemnify and hold the Optionors harmless from and against any and all expenses, losses, claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that result from a breach of any term of this Agreement or may be incurred in advising with respect to and/or defending any claim that may be made against the Optionors, to which the Optionors may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, (i) any taxes, fees or other amounts owing to any governmental agency in respect of the Property and (ii) any work conducted on the Property by the Optionee or its employees, contractors or agents and including, but not restricted to, any breach or alleged breach of any Environmental Laws;
(l) deliver to the Optionors Technical Reports as follows:
(i) by September 15April 30, 2014 2013 for the period ended July 1February 15, 20142013;
(j) by April 30 of each successive year during the term of the Option for the period ended the previous December 31; and
Appears in 1 contract
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 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 Agreementterminated, 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 termination 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 termination 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 filing of assessment reports, then from time to time, file all exploration work as assessment work against the Property to the maximum allowable extent;
(d) subject to Section 11.3(c), the Optionee will file, as assessment work against each of the mining claims then forming the Property, all exploration expenses to the maximum amount allowable and will use its best efforts to ensure that the applicable government authority accepts all of those expenditures as assessment and the Optionee will ensure that the assessment work is credited to each of the mining claims then forming the Property;
(e) permit the Optionors, or their representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times;
(f) permit the Optionors, or their representatives duly authorized by it in writing, access to all records pertaining to the Property, including those prepared by the Optionee and those prepared by other people both before and after the date of this Agreement, in respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or work done on or with respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised), including, but not restricted to, all drill core, assay pulps, maps, drilling logs, assay results and other technical data acquired by the Optionee or compiled by or on behalf of the Optionee with respect to the Property (or any Mining Tenure, whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including any interpretive data or conclusions and copies of all books, accounts and records of operations conducted by or on behalf of the Optionee on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or by others on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised);
(g) without demand from the Optionors, deliver to the Optionors, as soon as possible after receipt by the Optionee thereof, all documents referred to in Section 11.3(f);
(h) conduct all work on or with respect to the Property in a careful and minerlike manner and in compliance with all applicable Federal, Provincial and local laws, rules, orders and regulations;
(i) not breach any Environmental Laws;
(j) not do anything to incur Environmental Liabilities;
(k) indemnify and hold the Optionors harmless from and against any and all expenses, losses, claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that result from a breach of any term of this Agreement or may be incurred in advising with respect to and/or defending any claim that may be made against the Optionors, to which the Optionors may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, (i) any taxes, fees or other amounts owing to any governmental agency in respect of the Property and (ii) any work conducted on the Property by the Optionee or its employees, contractors or agents and including, but not restricted to, any breach or alleged breach of any Environmental Laws;
(l) deliver to the Optionors Technical Reports as follows:
(i) by September 15April 30, 2014 2016 for the period ended July 1December 31, 2014;2015; and
(jii) by April 30 of each successive year during the term of the Option for the period ended the previous December 31;
(m) in the event that the Option is terminated, then within 45 days of such termination, the Optionee, at is sole cost, will have prepared and will deliver to the Optionors a Technical Report addressed to the Optionors with an effective date of not earlier than the date of such termination;
(n) deliver to the Optionors Exploration Expense Reports as follows:
(i) by April 30, 2015 for the period ended December 31, 2014 and by April 30 of each successive year during the term of the Option for the period ended the previous December 31 not previously reported upon; and
(ii) within 60 days of the termination of the Option for the period up to the termination of the Option;
(o) in the event that the Option is terminated, then for a period of one year from such termination, the Optionee, at its sole cost will permit the Optionors, or their representatives duly authorized by it in writing, access to all records listed in Section 11.3(f);
(p) in the event that the Option is terminated, at the sole option of the Optionors the Optionee will remove within six months of such termination at its sole cost all equipment, buildings, structures, facilities and all other things brought onto the Property by the Optionee or its agents, failing which the Optionors may elect to either (i) remove such things at the sole cost of the Optionee, or (ii) retain such things on the Property in which case the Optionee’s right, title and interest in those things will be automatically transferred to the Optionors at no expense to the Optionors;
(q) in the event that the Option is terminated, then within 15 days of such termination, the Optionee, at its sole cost, will deliver to the Optionors all those materials listed in Section 11.3(f); and the Optionee will have no further right to or interest in those materials;
(r) make all filings and disclosures as required and within the time periods specified under all applicable securities legislation with respect to the issuance of any Shares under this Agreement;
(s) from time to time, do all things required to ensure that the Optionee is authorized to carry on business in the State of Nevada;
(t) upon oral or written request from the Underlying Royalty Holder or Optionor and subject to all applicable securities Laws, at the Optionee’s sole cost, immediately do all such things as may be necessary in order to remove any restrictive legend all share certificates representing any Shares issued under this Agreement.;
(u) ensure that at no time the trading in the shares of the Optionee become subject to:
(i) a halt trade order;
(ii) a stop trade order;
(iii) a suspension;
(iv) a cease trade order; or
(v) any other similar order or restriction; and
(v) provided that the Optionee first agrees in writing to pay the Optionors their reasonable fees and out-of-pocket expenses, the Optionee may, from time to time, request assistance from the Optionors and the Optionors may, but are not obligated to, elect to provide such assistance;
(w) in the event that the Optionors have previously introduced to the Optionee or in the event that following the signing of this Agreement the Optionors introduce to the Optionee any personnel or consultants, including, but not restricted to, persons providing technical or geological services (together the “Optionors’ Service Providers”):
(i) the Optionee will ensure that all agreements with the Optionors’ Service Providers are reduced to writing and contain the requirement set out in Section 11.3(w)(ii) of this Agreement; and
(ii) upon the Option having terminated or upon the Optionee being in breach of any term of this Agreement (which breach has not been rectified in accordance with Section 23 of the Agreement):
A. the Optionee will terminate the term of all agreements with the Optionors’ Service Providers;
B. the Optionee will pay in full all amounts then owed to the Optionors’ Service Providers;
C. the Optionors will be free to deal with the Optionors’ Service Providers; and
D. the Optionee will not interfere with or hinder the Optionors’ Service Providers; and
E. the Optionee will not enter into any further agreements that the Optionors’ Service Providers for their services;
(x) in the event that the Optionee does not renew all of the mining claims forming the Property at least 60 days prior the scheduled expiry date of such mining claims, pay the Optionors in full, within 10 days of receipt of an invoice from the Optionors setting out the commercially reasonable costs incurred by the Optionors in ensuring that the mining claims are renewed, it being agreed that there is no obligation upon the Optionors to renew the mining claims and such obligations always remains with the Optionee; and
(y) maintain during the currency of the Option and for a period of two years thereafter its reporting issuer status under the United States Securities Exchange Act of 1934 and, without restricting the foregoing, it will continue to file in a timely manner all materials required to be filed under all applicable United States securities laws, including the Securities Exchange Act of 1934.
Appears in 1 contract
Samples: Option Agreement (Northern Minerals & Exploration Ltd.)
Covenants of Optionee. 11.1 At 5.1 During the signing of this Agreement or as soon as possible thereafter, Earn-in Period 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 followsshall:
(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 Encumbrances arising from its operations hereunder during (other than those in effect on the term of Effective Date and except liens for taxes not yet due, other inchoate liens or liens contested in good faith by the Option Optionee) and then proceed with all diligence to contest or discharge any Encumbrance that is filed;
(b) pay or cause to be paid all workers and wage earners employed by it or its contractors on the Property, and pay for a period of six years following all materials, services and supplies purchased or delivered in connection with its activities on or with respect to the date of the termination, expiration or exercise of the OptionProperty;
(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 filing of assessment reports, then from time to time, file all exploration work as assessment work against the Property to the maximum allowable extent;
(d) subject to Section 11.3(c), the Optionee will file, as assessment work against each of the mining claims then forming the Property, all exploration expenses to the maximum amount allowable and will use its best efforts to ensure that the applicable government authority accepts all of those expenditures as assessment and the Optionee will ensure that the assessment work is credited to each of the mining claims then forming the Property;
(e) permit the Optionors, or their representatives duly authorized by it in writing, Optionor at its his own risk and expense, access to the Property at all reasonable times;
(f) permit the Optionors, or their representatives duly authorized by it in writing, access times and to all records pertaining to the Propertyand reports, including those if any, prepared by the Optionee and those prepared by other people both before and after the date of this Agreement, in respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or connection with work done on or with respect to the Property Property, and furnish the Optionor within sixty (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised), including, but not restricted to, all drill core, assay pulps, maps, drilling logs, assay results and other technical data acquired by the Optionee or compiled by or on behalf 60) days of the Optionee completion of a Program with a report with respect to the Property (or any Mining Tenure, whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including any interpretive data or conclusions and copies of all books, accounts and records of operations conducted by or on behalf of the Optionee on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or by others on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised);
(g) without demand from the Optionors, deliver to the Optionors, as soon as possible after receipt work carried out by the Optionee thereof, all documents referred pursuant to in Section 11.3(f);such Program and material results obtained; and
(hd) conduct all work on or with respect to the Property in a careful and minerlike workmanlike manner and in compliance with all applicable FederalApplicable Laws, Provincial and local lawsindemnify and save the Optionor harmless from any and all claims, rulessuits, orders demands, losses and regulationsexpenses 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 the Optionee on or with respect to the Property.
5.2 In the event of termination of the Option for any reason other than through the exercise thereof, this Agreement, including the Option, but excluding this Section 5.2 (which will continue in full force and effect for so long as is required to give full effect to the same) will be of no further force and effect except that the Optionee will:
(a) leave the claims comprising the Property in good standing for a period of six (6) months from the effective date of termination;
(ib) not breach any Environmental Laws;
(j) not do anything to incur Environmental Liabilities;
(k) indemnify and hold leave the Optionors harmless from and against any and all expenses, losses, claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that result from a breach of any term of this Agreement or may be incurred in advising with respect to and/or defending any claim that may be made against the Optionors, to which the Optionors may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, (i) any taxes, fees or other amounts owing to any governmental agency in respect of the Property and (ii) any work conducted on the Property by the Optionee or its employees, contractors or agents and including, but not restricted to, any breach or alleged breach of any Environmental Laws;
(l) deliver to the Optionors Technical Reports as followsProperty:
(i) by September 15free and clear of all Encumbrances arising from its operations hereunder,
(ii) in a safe and orderly condition, 2014 for and
(iii) in a condition which is in compliance with all Applicable Laws with respect to reclamation and rehabilitation of all disturbances resulting from the period ended July 1, 2014Optionee’s use and occupancy of the Property;
(jc) deliver to the Optionor, within 120 days of a written request therefor, a report on all work carried out by April 30 the Optionee on the Property (limited to factual matters only) together with copies of each successive year during all sample location maps, drill hole assay logs, assay results and other technical data compiled by the term Optionee with respect to the Property;
(d) have the right (and, if requested by the Optionor within 120 days of the Option for effective date of termination, the period ended obligation) to remove from the previous December 31Property all Facilities erected, installed or brought upon the Property by or at the instance of the Optionee, provided however that this right will expire six (6) months following termination; and
(e) file a report written to British Columbia assessment report standards on such work carried out by the Optionee on the Property up to the date of termination which was not contained in a previously filed assessment report, as may be reasonably requested by the Optionor.
5.3 During the Earn-in Period, the Optionee shall provide a right of first refusal to the Optionor in respect of contracts to carry out Mining Operations under a Program, on condition that the Optionor is qualified to do the work involved in the Mining Operations and charges reasonable standard rates comparable to other professionals who have similar experience and qualifications and experience with properties and deposit types similar to the Property.
Appears in 1 contract
Samples: Mineral Property Option Agreement
Covenants of Optionee. 11.1 At the signing of this Agreement or as soon as possible thereafter, the 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 followsshall:
(a) make the annual lease payments in respect of the Property as such payments become due and to the Optionors such party as set out 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; andLease No. ML 038;
(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 maintain the Property in good standing as and submit assessment work with respect to the Expenditures set forth elsewhere out in this Agreement, keep Section 5 hereof according to applicable laws and regulations;
(c) maintain the Property in good standing for a period by the payment of one year following taxes, assessments and rentals and the date of the termination, expiration or exercise of the Option;
(b) keep the Property free and clear performance 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) other actions which may be reasonably necessary 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 filing of assessment reports, then from time to time, file all exploration work as assessment work against the Property to the maximum allowable extentregard;
(d) subject to Section 11.3(c)permit the Optionor or its authorized representatives, the Optionee will fileat their own risk, as assessment work against each of the mining claims then forming the Property, all exploration expenses with five (5) days prior notice to the maximum amount allowable and will use its best efforts to ensure that the applicable government authority accepts all of those expenditures as assessment and the Optionee will ensure that the assessment work is credited to each of the mining claims then forming the Property;
(e) permit the Optionors, or their representatives duly authorized by it in writing, at its own risk and expenseOptionee, access to the Property at all reasonable times, provided that the Optionor agrees to indemnify the Optionee against and to save it harmless from all costs, claims, liabilities and expenses that the Optionee may incur or suffer as a result of any property or other damage or injury (including injury causing death) to the Optionor or its authorized representatives while on the Property, except for any costs, claims, liabilities and expenses incurred as a result of any negligent act or omission of the Optionee or its employees and agents;
(e) permit the Optionor, at its sole discretion, to participate in any management reviews of the exploration programs relating to the Property;
(f) permit the Optionors, or their representatives duly authorized by it in writing, access to do all records pertaining to the Property, including those prepared by the Optionee and those prepared by other people both before and after the date of this Agreement, in respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or work done on or with respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised), including, but not restricted to, all drill core, assay pulps, maps, drilling logs, assay results and other technical data acquired by the Optionee or compiled by or on behalf of the Optionee with respect to the Property (or any Mining Tenure, whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including any interpretive data or conclusions and copies of all books, accounts and records of operations conducted by or on behalf of the Optionee on the Property (or in a good and workmanlike fashion in accordance with all applicable laws, regulations, orders and ordinances of any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or by others on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised)governmental authority;
(g) indemnify and save the Optionor harmless in respect of any and all costs claims, liabilities and expenses that the Optionor may incur or suffer, including those pursuant to applicable Environmental Laws, arising out of the Optionee's activities on the Property and, without demand from limiting the Optionorsgenerality of the foregoing shall, deliver to during the Optionors, as soon as possible after receipt by Option Period carry third party liability insurance of not less than Five Million ($5,000,000) Dollars in respect of its operations on the Property for the benefit of the Optionee thereof, all documents referred to in Section 11.3(f)and the Optionor as their interests may appear;
(h) conduct all work on or with respect to not make any agreement whereby any third party may acquire any portion of its interest in the Property or under this Agreement otherwise than in a careful and minerlike manner and in compliance accordance with all applicable Federal, Provincial and local laws, rules, orders and regulations;the provisions of this Agreement; and
(i) not breach act or fail to do any Environmental Laws;
(j) act which it is required to do under this Agreement or otherwise which would result in the Property or any part thereof, not do anything to incur Environmental Liabilities;
(k) indemnify being free and hold the Optionors harmless from and against any and clear of all expensesliens, lossescharges, claimsencumbrances, actions, damages obligations or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that result from a breach of any term of this Agreement or may be incurred in advising with respect those pursuant to and/or defending any claim that may be made against the Optionors, to which the Optionors may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, (i) any taxes, fees or other amounts owing to any governmental agency in respect of the Property and (ii) any work conducted on the Property by the Optionee or its employees, contractors or agents and including, but not restricted to, any breach or alleged breach of any applicable Environmental Laws;
(l) deliver to the Optionors Technical Reports as follows:
(i) by September 15, 2014 for the period ended July 1, 2014;
(j) by April 30 of each successive year during the term of the Option for the period ended the previous December 31; and.
Appears in 1 contract
Covenants of Optionee. 11.1 At the signing of this Agreement or as soon as possible thereafter, the 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 followsshall:
(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 maintain the Property in good standing as and submit assessment work with respect to the Expenditures set forth elsewhere out in this Agreement, keep Section 5 hereof according to applicable laws and regulations;
(b) maintain the Property in good standing for a period by the payment of one year following taxes, assessments and rentals and the date of the termination, expiration or exercise of the Option;
(b) keep the Property free and clear performance 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 Optionother actions which may be reasonably necessary in that regard;
(c) in permit the event that the laws in the State of Nevada Optionor or the federal laws of the United States of America allow or require the filing of assessment reportsits authorized representatives, then from time to timeat their own risk, file all exploration work as assessment work against the Property and with five (5) days prior notice to the maximum allowable extent;
(d) subject to Section 11.3(c), the Optionee will file, as assessment work against each of the mining claims then forming the Property, all exploration expenses to the maximum amount allowable and will use its best efforts to ensure that the applicable government authority accepts all of those expenditures as assessment and the Optionee will ensure that the assessment work is credited to each of the mining claims then forming the Property;
(e) permit the Optionors, or their representatives duly authorized by it in writing, at its own risk and expenseOptionee, access to the Property at all reasonable times, provided that the Optionor agrees to indemnify the Optionee against and to save it harmless from all costs, claims, liabilities and expenses that the Optionee may incur or suffer as a result of any property or other damage or injury (including injury causing death) to the Optionor or its authorized representatives while on the Property, except for any costs, claims, liabilities and expenses incurred as a result of any negligent act or omission of the Optionee or its employees and agents;
(d) do all work on the Property in a good and workmanlike fashion in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority;
(e) indemnify and save the Optionor harmless in respect of any and all costs claims, liabilities and expenses that the Optionor may incur or suffer, including those pursuant to the Environmental Laws, arising out of the Optionee's activities on the Property and, without limiting the generality of the foregoing shall, during the Option Period carry third party liability insurance of not less than Five Million ($5,000,000) Dollars in respect of its operations on the Property for the benefit of the Optionee and the Optionor as their interests may appear;
(f) permit not make any agreement whereby any third party may acquire any portion of its interest in the Optionors, Property or their representatives duly authorized by it under this Agreement otherwise than in writing, access to all records pertaining to accordance with the Property, including those prepared by the Optionee and those prepared by other people both before and after the date provisions of this Agreement, in respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or work done on or with respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised), including, but not restricted to, all drill core, assay pulps, maps, drilling logs, assay results and other technical data acquired by the Optionee or compiled by or on behalf of the Optionee with respect to the Property (or any Mining Tenure, whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including any interpretive data or conclusions and copies of all books, accounts and records of operations conducted by or on behalf of the Optionee on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or by others on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised);; and
(g) without demand from not act or fail to do any act which it is required to do under this Agreement or otherwise which would result in the Optionors, deliver to the Optionors, as soon as possible after receipt by the Optionee Property or any part thereof, not being free and clear of all documents referred to in Section 11.3(f);
(h) conduct all work on or with respect to the Property in a careful and minerlike manner and in compliance with all applicable Federalliens, Provincial and local lawscharges, rulesencumbrances, orders and regulations;
(i) not breach any Environmental Laws;
(j) not do anything to incur Environmental Liabilities;
(k) indemnify and hold the Optionors harmless from and against any and all expenses, losses, claims, actions, damages obligations or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that result from a breach of any term of this Agreement or may be incurred in advising with respect those pursuant to and/or defending any claim that may be made against the Optionors, to which the Optionors may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, (i) any taxes, fees or other amounts owing to any governmental agency in respect of the Property and (ii) any work conducted on the Property by the Optionee or its employees, contractors or agents and including, but not restricted to, any breach or alleged breach of any applicable Environmental Laws;
(l) deliver to the Optionors Technical Reports as follows:
(i) by September 15, 2014 for the period ended July 1, 2014;
(j) by April 30 of each successive year during the term of the Option for the period ended the previous December 31; and.
Appears in 1 contract
Covenants of Optionee. 11.1 At the signing of this Agreement or as soon as possible thereafter, the 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 followsshall:
(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 maintain the Property in good standing as and submit assessment work with respect to the Expenditures set forth elsewhere out in this Agreement, keep Section 5 hereof according to applicable laws and regulations;
(b) maintain the Property in good standing for a period by the payment of one year following taxes, assessments and rentals and the date of the termination, expiration or exercise of the Option;
(b) keep the Property free and clear performance 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 Optionother actions which may be reasonably necessary in that regard;
(c) in permit the event that the laws in the State of Nevada Optionor or the federal laws of the United States of America allow or require the filing of assessment reportsits authorized representatives, then from time to timeat their own risk, file all exploration work as assessment work against the Property with five (5) days prior notice to the maximum allowable extent;
(d) subject to Section 11.3(c), the Optionee will file, as assessment work against each of the mining claims then forming the Property, all exploration expenses to the maximum amount allowable and will use its best efforts to ensure that the applicable government authority accepts all of those expenditures as assessment and the Optionee will ensure that the assessment work is credited to each of the mining claims then forming the Property;
(e) permit the Optionors, or their representatives duly authorized by it in writing, at its own risk and expenseOptionee, access to the Property at all reasonable times, provided that the Optionor agrees to indemnify the Optionee against and to save it harmless from all costs, claims, liabilities and expenses that the Optionee may incur or suffer as a result of any property or other damage or injury (including injury causing death) to the Optionor or its authorized representatives while on the Property, except for any costs, claims, liabilities and expenses incurred as a result of any negligent act or omission of the Optionee or its employees and agents;
(d) permit the Optionor, at its sole discretion, to participate in any management reviews of the exploration programs relating to the Property;
(e) do all work on the Property in a good and workmanlike fashion in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority;
(f) permit indemnify and save the OptionorsOptionor harmless in respect of any and all costs claims, liabilities and expenses that the Optionor may incur or their representatives duly authorized by it in writing, access to all records pertaining to the Propertysuffer, including those prepared by pursuant to the Environmental Laws, arising out of the Optionee's activities on the Property and, without limiting the generality of the foregoing shall, during the Option Period carry third party liability insurance of not less than Five Million ($5,000,000) Dollars in respect of its operations on the Property for the benefit of the Optionee and those prepared by other people both before and after the date of this Agreement, in respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or work done on or with respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised), including, but not restricted to, all drill core, assay pulps, maps, drilling logs, assay results and other technical data acquired by the Optionee or compiled by or on behalf of the Optionee with respect to the Property (or any Mining Tenure, whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including any interpretive data or conclusions and copies of all books, accounts and records of operations conducted by or on behalf of the Optionee on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised) or by others on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest regardless of whether the Area of Interest Option was exercised)Optionor as their interests may appear;
(g) without demand from not make any agreement whereby any third party may acquire any portion of its interest in the Optionors, deliver to Property or under this Agreement otherwise than in accordance with the Optionors, as soon as possible after receipt by the Optionee thereof, all documents referred to in Section 11.3(f);provisions of this Agreement; and
(h) conduct all work on not act or with respect fail to do any act which it is required to do under this Agreement or otherwise which would result in the Property in a careful or any part thereof, not being free and minerlike manner and in compliance with clear of all applicable Federalliens, Provincial and local lawscharges, rulesencumbrances, orders and regulations;
(i) not breach any Environmental Laws;
(j) not do anything to incur Environmental Liabilities;
(k) indemnify and hold the Optionors harmless from and against any and all expenses, losses, claims, actions, damages obligations or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that result from a breach of any term of this Agreement or may be incurred in advising with respect those pursuant to and/or defending any claim that may be made against the Optionors, to which the Optionors may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, (i) any taxes, fees or other amounts owing to any governmental agency in respect of the Property and (ii) any work conducted on the Property by the Optionee or its employees, contractors or agents and including, but not restricted to, any breach or alleged breach of any applicable Environmental Laws;
(l) deliver to the Optionors Technical Reports as follows:
(i) by September 15, 2014 for the period ended July 1, 2014;
(j) by April 30 of each successive year during the term of the Option for the period ended the previous December 31; and.
Appears in 1 contract
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 as follows:
(i) for a period of one year following the date of the termination, expiration or exercise of the First Option; and
(ii) in the event that the First Option is exercised and the Optionee delivers the Election to Proceed to Second Option Notice, then for a period of one year following the date of the termination or expiration of the Second 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 hereunder
(i) for a period of six years following the date of the termination, expiration or exercise of the First Option; and
(ii) in the event that the First Option is exercised and the Optionee delivers the Election to Proceed to Second Option Notice, then for a period of six years following the date of the termination or expiration of the Second Option;
(c) use its best efforts to ensure that the Department of Natural Resources accepts all of those expenditures set out in the event Initial Optionee’s Assessment Report Filing as assessment and the Optionee will ensure that the laws in the State of Nevada or the federal laws assessment work is credited to each of the United States Licences to ensure that the amount filed against each of America allow or require the filing Licences is greater than the required amount of assessment reports, then for the two terms expiring the date of the issuance of each of the Licences;
(d) from time to time, file all exploration work as assessment work against the Property to the maximum allowable extent;
(de) subject to without restricting Section 11.3(c11.1(d), the Optionee will file, as assessment work against each of the mining claims licences then forming the Property, all exploration expenses to the maximum amount allowable and will use its best efforts to ensure that the applicable government authority Department of Natural Resources accepts all of those expenditures as assessment and the Optionee will ensure that the assessment work is credited to each of the mining claims licences then forming the Property;
(ef) permit the OptionorsOptionor, or their its representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times;
(fg) permit the OptionorsOptionor, or their its representatives duly authorized by it in writing, access to all records pertaining to the Property, including those prepared by the Optionee and those prepared by other people both before and after the date of this Agreement, in respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised) or work done on or with respect to the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including, but not restricted to, all drill core, assay pulps, maps, drilling logs, assay results and other technical data acquired by the Optionee or compiled by or on behalf of the Optionee with respect to the Property (or any Mining Tenure, whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised), including any interpretive data or conclusions and copies of all books, accounts and records of operations conducted by or on behalf of the Optionee on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised) or by others on the Property (or any Mining Tenure whether it is partially or wholly in the Area of Interest Additional Property regardless of whether the Area of Interest Option was exercised);
(gh) without demand from the OptionorsOptionor, deliver to the OptionorsOptionor, as soon as possible after receipt by the Optionee thereof, all documents referred to in Section 11.3(f11.1(g);
(hi) conduct all work on or with respect to the Property in a careful and minerlike manner and in compliance with all applicable Federal, Provincial and local laws, rules, orders and regulations;
(ij) not breach any Environmental Laws;
(jk) not do anything to incur Environmental Liabilities;
(kl) indemnify and hold the Optionors Optionor harmless from and against any and all expenses, losses, claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that result from a breach of any term of this Agreement or may be incurred in advising with respect to and/or defending any claim that may be made against the OptionorsOptionor, to which the Optionors Optionor may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, (i) any taxes, fees or other amounts owing to any governmental agency in respect of the Property and (ii) any work conducted on the Property by the Optionee or its employees, contractors or agents and including, but not restricted to, any breach or alleged breach of any Environmental Laws;
; (lm) in the event that the First Option or the Second Option is terminated or expires without being exercised, then within 15 days of such termination or expiry, the Optionee, at is sole cost, will have prepared and will deliver to the Optionors Optionor a Technical Reports as follows:
(i) by September 15, 2014 for Report addressed to the period ended July 1, 2014Optionor with an effective date of not earlier than the date of such termination or expiration;
(j) by April 30 of each successive year during the term of the Option for the period ended the previous December 31; and
Appears in 1 contract
Samples: Option Agreement (Balaton Power Inc)
