COVENANTS OF THE OPTIONEE. The Optionee agrees (and for any heir, executor, administrator, legal representative, successor, or assignee hereby agrees), as a condition upon exercise of the Option granted hereunder:
(a) Upon the request of the Committee, to execute and deliver a certificate, in form satisfactory to the Committee, certifying that the Shares being acquired upon exercise of the Option are for such person’s own account for investment only and not with any view to or present intention to resell or distribute the same. The Optionee hereby agrees that the Company shall have no obligation to deliver the Shares issuable upon exercise of the Option unless and until such certificate shall be executed and delivered to the Company by the Optionee or any successor.
(b) Upon the request of the Committee, to execute and deliver a certificate, in form satisfactory to the Committee, certifying that any subsequent resale or distribution of the Shares by the Optionee shall be made only pursuant to either (i) a Registration Statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement has become effective and is current with regard to the Shares being sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Optionee shall, prior to any offer of sale or sale of such Shares, obtain a prior favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, as to the application of such exemption thereto. The foregoing restriction contained in this subparagraph (b) shall not apply to (i) issuances by the Company so long as the Shares being issued are registered under the Securities Act and a prospectus in respect thereof is current, or (ii) re-offerings of Shares by Affiliates of the Company (as defined in Rule 405 or any successor rule or regulation promulgated under the Securities Act) if the Shares being re-offered are registered under the Securities Act and a prospectus in respect thereof is current.
(c) That certificates evidencing Shares purchased upon exercise of the Option shall bear a legend, in form satisfactory to counsel for the Company, manifesting the investment intent and resale restrictions of the Optionee described in this Section.
(d) That upon exercise of the Option granted hereby, or upon sale of the Shares purchased upon exercise of the Option, as the case may be, the Company shall have the right to r...
COVENANTS OF THE OPTIONEE. During the currency of this Agreement, the Optionee shall:
(a) keep the Property in good standing by doing and filing of all assessment work or by making payments in lieu thereof, and by the doing all other acts and things and making all other payments which may be necessary in that regard;
(b) permit the Optionors, or their representative, duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times and to all records prepared by the Optionee in connection with work done or with respect to the Property, provided the Optionors shall not, without the prior written consent of the Optionee, such consent not to be unreasonably withheld, disclose any information obtained by it or communicated to it, to any third party except as may be required by regulatory bodies having jurisdiction over it; and
(c) conduct all work on or with respect to the Property in a careful and workmanlike manner and in compliance with the applicable laws of the jurisdiction in which the Property is located and indemnify and save the Optionors harmless from any and all claims, suits or actions made or brought against the Optionors as a result of work done by the Optionee on or with respect to the Property.
COVENANTS OF THE OPTIONEE. 5.1 During the currency of the Option, the Optionee shall:
(a) keep the Property free and clear of all Liens arising from its operations hereunder (except liens for taxes not yet due, other inchoate liens or liens contested in good faith by the Optionee) and proceed with all diligence to contest or discharge any Lien 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 all materials, services and supplies purchased or delivered in connection with its activities on or with respect to the Property;
(c) permit Xxxx, or its representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times and to all records and reports, if any, prepared by the Optionee in connection with work done on or with respect to the Property, and xxxxxxx Xxxx within 60 days of the completion of a program on the Property with a report with respect to the work carried out by the Optionee on or with respect to said program and material results obtained;
(d) 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, and indemnify and save Xxxx harmless from any and all claims, suits, demands, losses and expenses including, without limitation, with respect to environmental matters, made or brought against it as a result of work done or any act or thing done or omitted to be done by the Optionee on or with respect to the Property; and
(e) provide to Xxxx within 60 days of the end of each calendar quarter during which any Expenditures have been incurred comprehensive written reports showing the operations carried out and the results obtained and detailing the Expenditures incurred together with evidence of payment thereof.
5.2 In the event of termination of the Option for any reason other than through the exercise thereof, the Optionee will:
(a) leave the Property:
(i) in good standing and free and clear of all Liens arising from its operations hereunder,
(ii) in a safe and orderly condition, and
(iii) in a condition which is in compliance with all rules and orders of governmental authorities with respect to reclamation and rehabilitation of all disturbances resulting from the Optionee's use and occupancy of the Property;
(b) deliver to Xxxx, within 90 days of a written request therefor, a report on all work carried out by t...
COVENANTS OF THE OPTIONEE. During the currency of this Agreement, the Optionee shall:
(a) ensure the Property is in good standing by ensuring all the filing of assessment work conducted on the Property is completed or by making payments in lieu thereof, and by doing all other acts and things and making all other payments which may be necessary in that regard;
(b) will provide copies of all records and files relating to the Property in its possession and permit the Optionor and its representatives to take abstracts therefrom and make copies thereof within 30 days of returning a Property;
(c) permit the Optionor, or its representative, duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times and to all records prepared by the Optionee in connection with work done or with respect to the Property;
(d) not do or permit or suffer to be done any act or thing which would or might in any way adversely affect the rights of the Optionor hereunder; and
(e) ensure all work on or with respect to the Property is done in a careful and workmanlike manner and in compliance with the applicable laws of the jurisdiction in which the Property is located and indemnify and save the Optionor harmless from any and all loss, damage, costs, actions and suits arising out of or in connection with work done by the Optionee on or with respect to the Property.
COVENANTS OF THE OPTIONEE. The Optionee hereby covenants and agrees with the Optionor as follows:
COVENANTS OF THE OPTIONEE. 9.1 The Optionee covenants and agrees with the Optionor that until the Option is exercised or terminated it shall:
(a) carry out and record or cause to be carried out and recorded all such assessment work upon the Properties under option as may be required in order to maintain such Properties in good standing at all times during the term of this Option Agreement;
(b) keep such Properties clear of liens and other charges arising from its operations thereon;
(c) carry on all operations on such Properties in compliance with all applicable governmental regulations and restrictions;
(d) pay or cause to be paid any rates, taxes, duties, royalties, assessments or fees charged or levied with respect to such Properties or the Optionee's operations thereon;
(e) indemnify and hold the Optionor harmless from any and all liabilities, costs, damages or charges arising from the failure of the Optionee to comply with the covenants contained in this article or otherwise arising from its operations on the Properties;
(f) allow the Optionor access at all reasonable times and intervals to all maps, reports, assay results and other factual technical data prepared or obtained by the Optionee in connection with its operations on the Properties;
(g) use its best efforts to file with, and have the TSX accept, this Option Agreement.
COVENANTS OF THE OPTIONEE. The Optionee hereby covenants in favour of the Optionor that:
(a) it will transfer and endorse over in favour of the Optionor any Class "A" Preference Shares in Alfa Canada to be exchanged for Common Shares of the Optionor
COVENANTS OF THE OPTIONEE. During the term of this Agreement, the Optionee shall:
(a) maintain in good standing the Mineral Claims by performing and filing assessment work or by making payments in lieu thereof, and by performing all other acts and things and making all other payments which may be necessary in that regard;
(b) permit the Optionor, or its representative, duly authorized by it in writing, at its own risk and expense, access to the Mineral Claims at all reasonable times and to all records prepared by the Optionee in connection with work done on or with respect to the Mineral Claims; provided, that the Optionor shall not, without the prior written consent of the Optionee, such consent not to be unreasonably withheld, disclose any information obtained by it or communicated to it, to any third party except as may be required by applicable laws or regulations;
(c) perform all work on the Mineral Claims in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority; and
(d) furnish to the Optionor as soon as practical in each year but not later than sixty
COVENANTS OF THE OPTIONEE. 11.1 During the currency of this Agreement, the Optionee will:
(a) keep the Licenses free and clear of all liens, charges and encumbrances arising from their operations hereunder and in good standing by the doing and filing of all necessary work and by the doing of all other acts and things and making all other payments which may be necessary in that regard;
(b) permit the Optionor, or its representatives duly authorized by it in writing, at its own risk and expense, access to the Licenses at all reasonable times and to all records prepared by the Optionee in connection with work done on or with respect to the Licenses;
(c) conduct all work on or with respect to the Licenses in a careful and minerlike manner and in compliance with all applicable Federal, State and local laws, rules, orders and regulations, and indemnify and save the Optionor harmless from any and all claims, suits, actions made or brought against it as a result of work done by the Optionee on or with respect to the Licenses; and
(d) not do any act or omit to do any act so as to cause the Optionor to be or become in default under the Underlying Mena Option Agreement.
COVENANTS OF THE OPTIONEE. During the Option Period, the Optionee covenants and agrees with the Optionor to:
(a) conduct all mining work in a careful and miner-like manner and in compliance with all applicable statutes, regulations, by-laws, orders and judgments and all applicable directives, rules, consents, permits, orders, guidelines and policies of any Government or Regulatory Authority with jurisdiction over the Tanzania Property; and
(b) keep Tanzania Property in good standing by doing and filing, or payment in lieu thereof, all necessary assessment work and maps and payment of all taxes or assessments required to be paid and by doing all other acts and things and making all other payments required to be made which may be necessary in that regard.
