ESG Issues. PDB holds all the permits required at this current stage of the PROJECT, all under applicable law to develop its business in good standing. The PDB does not violate any human rights, does not use indigenous manpower (except in accordance with the applicable LAWS), child or slave labor, does not cause damage to the balance of the ecosystem, nor intervenes in areas with protected biome or ecosystem, in all cases without having obtained proper authorization from GOVERNMENTAL AUTHORITIES to exercise its activities in such location or provided that such intervention is in accordance with the terms of the LP - Preliminary License, the LI - Installation License and the LO - Operation License of the undertaking of AUTAZES MINE to be obtained by the PDB; PDB will not effect any intervention in inhabited areas (or in proximity that is in disagreement with the LAWS) for indigenous or traditional populations, without obtaining the due authorizations established in LAW to exert its activities in such places; PDB does not effect any intervention in areas by illegal deforestation. PDB does not conduct mining and industrial activities in disagreement with the respective permits issued by ANM, in relation to which it is in compliance with all regulatory and environmental obligations, except for the provisions of Annex 7.1(v).

ESG Issues. Notwithstanding the provisions of Clause 12.13 below, there shall have been no violation (or attempted violation) by PDB of any applicable LAWS, regulations, and principles of human rights and decent work with respect to the PROJECT workers and the communities in areas of influence of the development. There should not have occurred any use of indigenous, child or slave labor, as well as should not have occurred any damage caused by the PROJECT, directly or indirectly, to the balance of the ecosystem, neither should not have occurred any intervention in areas that have biome or ecosystem protected, without having obtained the proper authorization from the competent government authorities to exercise its activities in such location. A PDB não poderá, no desempenho de suas atribuições decorrentes deste COMPROMISSO, ter efetuado qualquer intervenção em áreas habitadas (ou em proximidade suficiente para causar impactos negativos) por populações indígenas ou tradicionais, sem a obtenção xxx xxxxxxx autorizações, nos termos previstos xx XXX, bem como não poderá ter ocorrido qualquer intervenção em áreas mediante desmatamento ilegal. All the mining, industrial and any other activities of PDB shall have been carried out in accordance with the respective permits issued by the National Mining Agency - ANM, in relation to which PDB shall be in compliance with all regulatory and environmental obligations, including those related to the Institute of Environmental Protection of Amazonas - IPAAM.

ESG Issues. In the performance of its operations, AMAGGI holds all licenses and authorizations required under the applicable legislation to operate and develop its business, and complies with all necessary conditions for the maintenance of its respective licenses in good regularity. XXXXXX does not violate any human rights, does not use child or slave labor, and does not harm the ecosystem balance.

ESG Issues. In the performance of its operations, HERMASA holds all licenses and authorizations required under the applicable legislation to operate and develop its business, and meets all the necessary conditions for the maintenance of their respective licenses in a regular situation. HERMASA does not violate any human rights, does not use child or slave labor, and does not harm the balance of the ecosystem.

ESG Issues. Without prejudice to the provisions of Clause 12.130 below, no violation (or attempt to violate) by AMAGGI of any applicable LAWS, regulations and principles applicable to human rights and decent work with respect to employees of AMAGGI shall have occurred with respect to XXXXXX’s activities and the communities in the areas of influence of said activities. There shall not have occurred any use of indigenous, child or slave labor, as well as there shall not have occurred any damage caused by AMAGGI’s activities, directly or indirectly, to the ecosystem balance. Also, there must not have occurred any intervention in areas that have a protected biome or ecosystem, without having obtained the proper authorization from the competent government authorities to carry out its activities in such a place. AMAGGI shall not, in the performance of its duties, have made any intervention in areas inhabited (or close enough to cause negative impacts) by indigenous or traditional populations without obtaining the proper authorizations under the terms foreseen in the LAW, as well as no intervention may have occurred in areas through illegal deforestation. All of AMAGGI’s activities shall have been carried out in accordance with the respective permits issued by the municipal, state and/or federal agencies, in relation to which AMAGGI will be in compliance with all regulatory and environmental obligations.

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Venue; Jurisdiction The parties agree that all actions or proceedings arising in connection with this Contract will be tried and litigated only in the Circuit Court of Ottawa County, Michigan, the Michigan Court of Claims or the Federal District Court for the Western District of Michigan. The parties hereby irrevocably accept for themselves and in respect of their property, generally and unconditionally, the jurisdiction of such courts. The parties irrevocably consent to the service of process out of any such courts in any such action or proceedings by the mailing of copies thereof by registered or certified mail, postage prepaid, to each such party, at its address set forth for notices in this Contract, such service to become effective ten (10) days after such mailing. The parties irrevocably waive any right they may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceedings is brought in accordance with this Section 10.8. This Section 10.8 shall not in any way be interpreted as an exception to the Academy’s covenant not to sue contained in Section 11.8 of these Terms and Conditions.
Exclusive Delaware Jurisdiction Each Trustee, each officer, each Shareholder and each Person beneficially owning an interest in a Share of the Trust (whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise), to the fullest extent permitted by law, including Section 3804(e) of the Delaware Act, (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to the Trust or its business and affairs, the Delaware Act, this Declaration of Trust or the Bylaws or asserting a claim governed by the internal affairs (or similar) doctrine (including, without limitation, any claims, suits, actions or proceedings to interpret, apply or enforce (A) the provisions of this Declaration of Trust or the Bylaws, or (B) the duties (including fiduciary duties), obligations or liabilities of the Trust to the Shareholders or the Trustees, or of officers or the Trustees to the Trust, to the Shareholders or each other, or (C) the rights or powers of, or restrictions on, the Trust, the officers, the Trustees or the Shareholders, or (D) any provision of the Delaware Act or other laws of the State of Delaware pertaining to trusts made applicable to the Trust pursuant to Section 3809 of the Delaware Act, or (E) any other instrument, document, agreement (including, without limitation, any investment management agreement) or certificate contemplated by any provision of the Act, the Declaration of Trust or the Bylaws relating in any way to the Trust or (F) the federal securities laws of the United States, including, without limitation, the Investment Company Act of 1940, as amended, or the securities or antifraud laws of any international, national, state, provincial, territorial, local or other governmental or regulatory authority, including, in each case, the applicable rules and regulations promulgated thereunder (regardless, in every case, of whether such claims, suits, actions or proceedings (x) sound in contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other grounds, or (z) are derivative or direct claims)), shall be exclusively brought, unless the Trust, in its sole discretion, consents in writing to an alternative forum, in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction, (ii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding, (iii) irrevocably agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of such courts or any other court to which proceedings in such courts may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper, (iv) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (iv) hereof shall affect or limit any right to serve process in any other manner permitted by law, and (v) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding.
Courts If a Dispute is still unresolved following ten (10) Business Days after the Disputing Members attempted in good faith to resolve the Dispute in accordance with Section 11.02, then any of such Disputing Members may submit such Dispute to the Court of Chancery of the State of Delaware or, in the event that such Court does not have jurisdiction over the subject matter of such dispute, to another court of the State of Delaware or a U.S. federal court located in the State of Delaware (collectively, “Delaware Courts”). Each of the Members irrevocably submits to the exclusive jurisdiction of, and agrees not to commence any action, suit, or proceeding relating to a Dispute except in, the Delaware Courts and hereby consents to service of process in any such Dispute by the delivery of such process to such party at the address and in the manner provided in Section 13.01. Each of the Members hereby irrevocably and unconditionally waives any objection to the laying of venue in any Dispute in the Delaware Courts and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. EACH MEMBER IRREVOCABLY WAIVES, to the fullest extent permitted by applicable law, any right it may have to a TRIAL BY JURY IN ANY ACTION, suit, OR PROCEEDING arising out of, relating to or otherwise WITH RESPECT TO THIS AGREEMENT or any transaction contemplated hereby.
Name; Jurisdiction of Organization, etc On the date hereof, such Grantor’s exact legal name (as indicated on the public record of such Grantor’s jurisdiction of formation or organization), jurisdiction of organization, organizational identification number, if any, United States taxpayer identification number, if any, and the location of such Grantor’s chief executive office or sole place of business are specified on Schedule 3.4. Each Grantor is organized solely under the law of the jurisdiction so specified and has not filed any certificates of domestication, transfer or continuance in any other jurisdiction. Except as otherwise indicated on Schedule 3.4, the jurisdiction of each such Grantor’s organization of formation is required to maintain a public record showing the Grantor to have been organized or formed. Except as specified on Schedule 3.4, as of the Closing Date (or the date of any applicable Joinder Agreement hereto in the case of an Additional Grantor) no such Grantor has changed its name, jurisdiction of organization, chief executive office or sole place of business or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the past five years and has not within the last five years become bound (whether as a result of merger or otherwise) as a grantor under a security agreement entered into by another Person, which has not heretofore been terminated.
Jurisdiction; Venue In the event that any action is brought to enforce any provision of this Master Contract, the parties agree to exclusive jurisdiction in Xxxxxxxx County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington.

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