Common use of Covenants of Optionor Clause in Contracts

Covenants of Optionor. 4.1 During the Earn-in Period, the Optionor shall: (a) not do any other act or thing which would or might in any way adversely affect the rights of the Optionee hereunder; (b) make available to the Optionee and its representatives all available relevant technical data, geotechnical reports, maps, digital files and other data with respect to the Property in the Optionor’s possession or control, including soil samples, and all records and files relating to the Property and permit the Optionee and its representatives at their own expense to take abstracts therefrom and make copies thereof; (c) promptly provide the Optionee with any and all notices and correspondence from Government Authorities in respect of the Property; (d) cooperate fully with the Optionee in obtaining any surface and other rights on or related to the Property as the Optionee deems desirable; (e) grant to the Optionee, its employees, agents and independent contractors, the sole and exclusive right and option to: (i) enter upon the Property; (ii) have exclusive and quiet possession thereof; (iii) do such prospecting, exploration, development or other mining work thereon and thereunder as the Optionee in its sole discretion may consider advisable; (iv) bring and erect upon the Property such equipment and facilities as the Optionee may consider advisable; and (v) remove from the Property and dispose of material for the purpose of testing; (f) to the extent possible under Applicable Law, record or otherwise give notice of this Agreement as necessary to protect the rights of the Optionee hereunder from third parties; (g) execute and deliver to the Optionee such powers of attorney, consents and authorizations as are, in the opinion of the Optionee, necessary or desirable to permit the Optionee to carry out activities on or with respect to the Property as contemplated hereunder; and (h) except to the extent agreed to be done by the Optionee, hereunder, comply with all requirements and obligations of the Property and not take any action which may adversely affect the interest of the Optionee in the Property.

Covenants of Optionor. 4.1 5.1 During the Earn-in Period, the Optionor shall: (a) not do any other act or thing which would or might in any way adversely affect the rights of the Optionee hereunder; (b) make available to the Optionee and its representatives all available relevant technical data, geotechnical reports, maps, digital files and other data with respect to the Property in the Optionor’s possession or control, including soil samples, and all records and files relating to the Property and permit the Optionee and its representatives at their own expense to take abstracts therefrom and make copies thereof; (c) promptly provide the Optionee with any and all notices and correspondence from Government Authorities in respect of the Property; (d) cooperate fully with the Optionee in obtaining any surface and other rights on or related to the Property as the Optionee deems desirable; (e) grant to the Optionee, its employees, agents and independent contractors, the sole and exclusive right and option to: (i) enter upon the Property; (ii) have exclusive and quiet possession thereof; (iii) do such prospecting, exploration, development or other mining work thereon and thereunder as the Optionee in its sole discretion may consider advisable; (iv) bring and erect upon the Property such equipment and facilities as the Optionee may consider advisable; and (v) remove from the Property and dispose of material for the purpose of testing; (f) to the extent possible under Applicable Law, record or otherwise give notice of this Agreement as necessary to protect the rights of the Optionee hereunder from third parties; (g) execute and deliver to the Optionee or its Affiliates such powers of attorney, consents and authorizations as are, in the opinion of the Optionee, necessary or desirable to permit the Optionee to carry out activities on or with respect to the Property as contemplated hereunder; and (h) except to the extent agreed to be done by the Optionee, hereunder, comply with all requirements and obligations of the Property and not take any action which may adversely affect the interest of the Optionee in the Property.

Covenants of Optionor. 4.1 During 12.1 Following the Earn-in Period, the Optionor shall: (a) not do any other act or thing which would or might in any way adversely affect the rights date of the Optionee hereunder; Original Agreement, Optionor will, within a reasonable period of time after request therefor by Optionee: (bi) make available to the for review by Optionee and at its representatives offices all available relevant technical data, geotechnical reports, maps, digital files and other data with respect to the Property in the Optionor’s possession or controlcontrol (the “Data”); and (ii) use its reasonable efforts to deliver such specific written Data records that are requested in writing by Optionee; provided that: (a) Optionor will not make any representations and warranties with respect to such material or be liable for any errors or omissions in the material so provided; (b) Optionee shall not destroy, including soil samplesalter or amend any such materials; and (c) Optionee shall forthwith upon the request of Optionor or the termination of the Option return all such material to Optionor. Optionee acknowledges and agrees that Optionor intends to, and all shall be permitted under this Agreement to, from time to time, destroy physical records comprising the Data as Optionor may determine. 12.2 During the Option Period and files relating if Optionee exercises the Option pursuant to Section 6.5 until the Closing, Optionor covenants and agrees with Optionee to: (a) not, without obtaining the prior written consent of Optionee, create any Encumbrances on the Property other than Permitted Encumbrances; and (b) co-operate as reasonably necessary with Optionee in obtaining any surface, water or other rights on or related to the Property that Optionee deems desirable, at Optionee’s sole cost and permit the Optionee and its representatives at their own expense to take abstracts therefrom and make copies thereof;expense; and (c) promptly provide the Optionee with any and all notices and correspondence received by Optionor from Government Authorities Governmental Entities or other Persons in respect of the Property; (d) cooperate fully with the Optionee in obtaining any surface ; and other rights on execute all consents, authorizations, licence or related permit applications as are demonstrated to the Property as the Optionee deems desirable; (e) grant to the Optionee, its employees, agents and independent contractors, the sole and exclusive right and option to: (i) enter upon the Property; (ii) have exclusive and quiet possession thereof; (iii) do such prospecting, exploration, development or other mining work thereon and thereunder as the Optionee in its sole discretion may consider advisable; (iv) bring and erect upon the Property such equipment and facilities as the Optionee may consider advisable; and (v) remove from the Property and dispose of material for the purpose of testing; (f) to the extent possible under Applicable Law, record or otherwise give notice of this Agreement as necessary to protect the rights of the Optionee hereunder from third parties; (g) execute and deliver to the Optionee such powers of attorney, consents and authorizations as are, in the opinion of the Optionee, be necessary or desirable to permit the Optionee to carry out activities on or with in respect to the Property as contemplated hereunder; and (h) except to the extent agreed to be done by the Optionee, hereunder, comply with all requirements and obligations of the Property and not take any action which may adversely affect the interest of the Optionee in the Property. 12.3 If after Closing, Optionor discovers any additional Data in its possession or control (in addition to the Delivered Data), Optionor will notify Optionee and make such Data available to Optionee and/or send copies of such Data to Optionee.

Covenants of Optionor. 4.1 3.1 During the Earn-in Option Period, the Optionor shallwill: (a) not do any other act or thing which would or might in any way adversely affect the rights of the Optionee hereunder; (b) keep the Property free and clear of all Encumbrances; (c) not transfer or agree to transfer all or any of its right, title or interest in and to the Property, except as provided for in this Agreement; (d) make available to the Optionee and its representatives all available relevant technical data, geotechnical reports, maps, digital files and other data with respect to the Property in the Optionor’s 's possession or control, including drill core and soil and assay samples, and all records and files relating to the Property Property, and permit the Optionee and its representatives at their own expense to take abstracts therefrom and make copies thereof; (ce) promptly provide the Optionee with any and all notices and correspondence received by Optionor from Government Authorities government or regulatory agencies or authorities, or otherwise in respect of the Property; (df) cooperate fully with the Optionee in obtaining any surface and other rights on or related to the Property as the Optionee deems desirable; (eg) file all exploration expenditures and pay any and all necessary fees to keep the claims comprising the Property in good standing; (h) grant to the Optionee, its directors, officers, employees, agents and independent contractors, the sole and exclusive right and option to: (i) enter upon the Property; (ii) have exclusive and quiet possession thereofof the Property; (iii) do such prospecting, exploration, development or other mining work thereon and thereunder on the Property as the Optionee in its sole discretion may consider advisable; (iv) bring and erect upon the Property such buildings, plant, machinery, equipment and facilities as the Optionee may consider advisable; and (v) remove from the Property and dispose of material any material, ores, minerals and metals for the purpose of testing;obtaining assays or making other tests. (f) to 3.2 Upon the extent possible under Applicable Law, record or otherwise give notice of this Agreement as necessary to protect the rights exercise of the Optionee hereunder from third parties; (g) Option, the Optionor will execute and deliver or cause to the Optionee such powers of attorney, consents be executed and authorizations as are, in the opinion delivered within 10 Business Days of the exercise date of the Option to Optionee, necessary or register or cause to be registered with all applicable agencies or places of record, transfers of the Property in favour of Optionee, which transfers may be recorded by Optionee at all such agencies or places of record as may be appropriate or desirable to permit effect the Optionee to carry out activities on legal or with respect to the Property as contemplated hereunder; and (h) except to the extent agreed to be done by the Optionee, hereunder, comply with all requirements and obligations recorded transfer of the Property and not take any action which may adversely affect the interest to Optionee. Until such transfers are completed, Optionee shall be entitled to register or record this Agreement or other evidence of the Optionee in its rights hereunder against title to the Property, and Optionor shall promptly execute and deliver, or cause to be executed and delivered, all documents, deeds and other instruments reasonably requested by Optionee for the purpose of facilitating such registration or recording.

Covenants of Optionor. 4.1 3.1 During the Earn-in Periodcurrency of this Agreement, the Optionor shallwill: (a) not do any other act or thing which would or might in any way adversely affect the rights of the Optionee hereunder; (b) make available to the Optionee and its representatives all available relevant technical data, geotechnical reports, maps, digital files and other data with respect to the Property in the Optionor’s 's possession or control, including drill core and soil and assay samples, and all records and files relating to the Property and permit the Optionee and its representatives at their own expense to take abstracts therefrom and make copies thereof; (c) promptly provide the Optionee with any and all notices and correspondence received by Optionor from Government Authorities government agencies or otherwise in respect of the Property; (d) cooperate fully with the Optionee in obtaining any surface and other rights on or related to the Property as the Optionee deems desirable; (e) grant to the Optionee, its employees, agents and independent contractors, the sole and exclusive right and option to: (i) enter upon the Property; (ii) have exclusive and quiet possession thereof; (iii) do such prospecting, exploration, development or other mining work thereon and thereunder as the Optionee in its sole discretion may consider advisable; (iv) bring and erect upon the Property such equipment and facilities as the Optionee may consider advisable; and (v) remove from the Property and dispose of material for the purpose of testing;; and (f) to upon the extent possible under Applicable Law, record or otherwise give notice of this Agreement as necessary to protect the rights exercise of the Optionee hereunder from third parties; (g) Option, execute and deliver or cause to the Optionee such powers of attorney, consents be executed and authorizations as are, in the opinion delivered within 10 business days of the Optioneeexercise date of the Option, necessary to Optionee or register or cause to be registered with all applicable agencies or places of record transfers of the Property in favour of Optionee which transfers may be recorded by Optionee at all such agencies or places of record as may be appropriate or desirable to permit effect the Optionee to carry out activities on legal or with respect to the Property as contemplated hereunder; and (h) except to the extent agreed to be done by the Optionee, hereunder, comply with all requirements and obligations recorded transfer of the Property and not take any action which may adversely affect the interest to Optionee. Until such transfers are completed, Optionee shall be entitled to register or record this Agreement or other evidence of the Optionee in its rights hereunder against title to the Property, and Optionor shall promptly execute and deliver, or cause to be executed and delivered, all documents, deeds and other instruments reasonably requested by Optionee for the purpose of facilitating such registration or recording.

Covenants of Optionor. 4.1 During (a) From the Earn-date hereof through the duration of the Option Term, and except in Periodconnection with the Formation Transactions, Optionor shall not, without the Optionor shallprior written consent of the Optionee: (ai) not Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any other act or thing which would or might in any way adversely affect the rights of the Optionee hereunder;foregoing) all or any portion of its interest in the Interests or the Property; or (ii) Except as otherwise disclosed on Schedule 9.0 attached hereto, mortgage, pledge or encumber all or any portion of its Partnership Interests or Contributed Assets. (b) make available From the date hereof through the duration of the Option Term, and except in connection with the Formation Transactions, the Optionor, shall to the Optionee and extent within its representatives all available relevant technical datacontrol, geotechnical reports, maps, digital files and other data with respect to the Property in conduct the Optionor’s possession or control, including soil samplesbusiness in the ordinary course of business consistent with past practice, and all records and files relating shall, to the Property extent within its control and consistent with its obligations under the Optionor’s or Fee Owner’s operating agreements, not permit the Optionee and its representatives at their own expense to take abstracts therefrom and make copies thereof; (c) promptly provide Fee Owner, without the Optionee with any and all notices and correspondence from Government Authorities in respect prior written consent of the Property; (d) cooperate fully with the Optionee in obtaining any surface and other rights on or related to the Property as the Optionee deems desirable; (e) grant to the Optionee, its employees, agents and independent contractors, the sole and exclusive right and option to: (i) enter upon Enter into any material transaction not in the ordinary course of business with respect to the Property; (ii) have exclusive Except as otherwise disclosed on Schedule 9.0 attached hereto, mortgage, pledge or encumber any assets of the Fee Owner, except (A) liens for taxes not delinquent, (B) purchase money security interests in the ordinary course of the Fee Owner’s business, and quiet possession thereof(C) mechanics’ liens being disputed by the Fee Owner in good faith and by appropriate proceeding in the ordinary course of the Fee Owner’s business; (iii) do such prospecting, exploration, development Cause or other mining work thereon and thereunder as permit the Optionee in its sole discretion may consider advisableFee Owner to change the existing use of the Property; (iv) bring and erect upon Cause or take any action that would render any of the representations or warranties regarding the Property such equipment and facilities as set forth in Section 8 or on Schedule 8.3 untrue in any material respect except for leases entered into in the Optionee may consider advisableordinary course of business in compliance with these covenants; andor (v) remove from the Property and dispose of material for the purpose of testing; (f) Make any distribution to its partners or members related to the extent possible under Applicable LawOptionor, record Fee Owner or otherwise the Property, except in the ordinary course of business consistent with past practices or as permitted by this Agreement; provided, however, that the Optionor shall give twenty (20) days advance notice of this Agreement as necessary to protect the rights of the Optionee hereunder from third parties; (g) execute and deliver to the Optionee thereof, and any such powers of attorney, consents and authorizations as are, in the opinion of distribution shall require the Optionee, necessary or desirable to permit the Optionee to carry out activities on or with respect to the Property as contemplated hereunder; and ’s consent (h) except to the extent agreed to which shall not be done by the Optionee, hereunder, comply with all requirements and obligations of the Property and not take any action which may adversely affect the interest of the Optionee in the Propertyunreasonably withheld).