Grant of Royalty. a. In accordance with the terms and conditions of the Original Agreement as amended by this Royalty Agreement the Company has granted, sold and conveyed and by these presents does grant, sell and convey unto Karlsson the following royalties and overriding royalties (collectively, the “Royalty”) (i) an undivided three percent (3%) of one hundred percent (100%) of the Gross Sales of all Authorized Minerals sold by the Company from the AWP Area plus (ii) an amount equal to twenty-five percent (25%) of all amounts received by the Company from HNZ pursuant to the Agreement dated April 23, 2012 by and between HNZ and the Company (the “HNZ Royalties”), a memorandum of which is recorded as Document #2012-002323 of the records of Apache County, Arizona. b. Any Royalty paid pursuant to this Royalty Agreement shall be pari passu with payment of the following obligations: (i) a royalty of not more than 1% of the Company’s Gross Sales of Authorized Minerals to Buffalo Management LLC, (ii) a royalty in an amount not to exceed 2.1% of the Company’s Gross Sales of Authorized Minerals to Grandhaven Energy, LLC and (iii) the Company’s obligations to the SL Group, AIG and the Hortenstine Group under the Potash Sharing Agreement (collectively, the “Other Royalty Holders”). c. The Royalty shall be calculated quarterly as of the last day of March, June, September and December; provided, however, that a Royalty, if any, paid upon written off receivables shall be credited to the next calendar quarter. Royalty payments for each preceding calendar quarter shall be paid in arrears within forty-five (45) days of the end of each of June, September, and December and within ninety (90) days of the end of each March, by the Company to Karlsson. d. The Royalty shall be paid in U.S. dollars, without demand, notice, setoff or reduction, by wire transfer in good and immediately available U.S. funds to such account or accounts as the Karlsson may from time to time designate in writing. e. The Company may, in the good faith exercise of its reasonable discretion, modify and amend its existing leases applicable to the AWP Area and release portions of the AWP Area (the “Released Areas”) from such leases and/or replace such Released Areas with other real property owned by the applicable lessors (the “Replacement Areas”) on which the Company will in the immediate future conduct mining of Authorized Minerals and in connection therewith shall add any such Replacement Areas to the AWP Area and remove any such Released Areas from the AWP Area; provided that no such amendment or modification shall reduce, diminish or otherwise adversely affect Karlsson’s Royalty without Karlsson’s prior written consent, which may be withheld by Karlsson in its sole and absolute discretion. f. Concurrently with each quarterly payment, the Company shall cause to be provided to Karlsson (i) a quarterly statement setting forth for that quarter the finished tons of all Authorized Minerals, the Company’s Gross Sales and the HNZ Royalties received by the Company, (ii) the payments made to the Other Royalty Holders; and (iii) the calculation of the Royalty payable to Karlsson. g. In addition to the quarterly statements, within ninety (90) days after the end of each March, the Company shall provide an audited annual report of all of its operations consisting of a summary of the preceding year’s activities with respect to the AWP Area insofar as those activities are relevant to the calculation of the Royalty. h. The following events shall be deemed to be “Reportable Events:” (i) the acquisition of an interest in any land or other real property interests by the Company or any of its Affiliates; (ii) the release of any Released Areas and the acquisition of any Replacement Areas; (iii) any modification to the Potash Sharing Agreement or any other lease, license, permit or other agreement pertaining to Authorized Minerals, whether in the name of the Company or any of its Affiliates (collectively, the “Underlying Agreements”), and any material notices (including claim of any default) given or received under any of the Underlying Agreements; (iv) if the Arizona State Land Department refuses to consent to the assignment of any Royalty or requires any reduction of or imposes any condition on the Royalty assignment as a condition of approving an assignment of Royalty on State Lands or approving any royalty reduction or other action with respect to lease or other agreement covering State Lands; and (v) any change of an operator that is engaged in extracting, mining, processing or producing Authorized Minerals (an “Operator”). Within thirty (30) days after each Reportable Event the Company shall provide Karlsson with a reasonable written description of the event. i. Any Royalty payment that is not paid when due shall accrue interest at an annual rate equal to the prime rate as published in the Wall Street Journal plus 5%, compounded monthly, which shall be payable on demand. j. Nothing herein shall be deemed to create any ownership interests (other than royalty interests and overriding royalty interests) of Karlsson in the Authorized Minerals or the AWP Area or in any other real property owned, leased, or otherwise subject to a license, permit or other agreement benefitting the Company. k. The Company shall comply with all obligations under the Underlying Agreements at all times in order to maintain the Underlying Agreements in good standing and avoid any default thereunder, including by timely performing all work required under the Underlying Agreements, and timely paying all rental fees, advance royalty payments, royalty payments, payments in lieu of work expenditures, and other payments required by the terms of the Underlying Agreements or by applicable law. The Company shall timely file with the Arizona State Land Department and any other applicable state agencies all reports and other information required by any Underlying Agreements covering State Lands or by applicable law. l. If, by reason of failure to use best mining practices or negligence on the part of the Company or another Operator, Authorized Minerals are lost or wasted, or rendered economically unrecoverable, the Company shall be obligated to pay Karlsson the Royalty thereon to the same extent as if such Authorized Minerals had been mined or processed utilizing best mining practices, and settlement shall be made on the basis of independent estimates obtained by the Company and approved by Karlsson of the tonnage, grade and recovery rate of Authorized Minerals so lost, wasted or rendered economically unrecoverable
Appears in 2 contracts
Samples: Royalty Agreement, Royalty Agreement (Prospect Global Resources Inc.)
Grant of Royalty. a. In accordance with the terms and conditions of the Original Agreement as amended by the First Amendment, the Second Amendment, and this Royalty Agreement the Company has granted, sold and conveyed and by these presents does grant, sell and convey unto Karlsson the following royalties and overriding royalties (collectively, the “Royalty”) (i) an undivided three percent (3%) of one hundred percent (100%) of the Gross Sales of all Authorized Minerals sold by the Company from the AWP Area plus (ii) an amount equal to twenty-five percent (25%) of all amounts received by the Company from HNZ pursuant to the Agreement dated April 23, 2012 by and between HNZ and the Company (the “HNZ Royalties”), a memorandum copy of which is recorded as Document #2012-002323 of attached to the records of Apache CountyOriginal Agreement (collectively, Arizonathe “Royalty”).
b. Any Royalty paid pursuant to this Royalty Agreement shall be pari passu with payment of the following obligations: (i) a royalty of not more than 1% of the Company’s its Gross Sales of Authorized Minerals to each of Buffalo Management LLC, (ii) a royalty in an amount not to exceed 2.1% of the Company’s Gross Sales of Authorized Minerals to Grandhaven LLC and Grand Haven Energy, LLC and (iii) the Company’s its obligations to the SL Group, AIG and the Hortenstine Group under the Potash Sharing Agreement (collectively, the “Other Royalty Holders”).
c. The Royalty shall be calculated quarterly as of the last day of March, June, September and December; provided, however, that a Royalty, if any, paid upon written off receivables shall be credited to the next calendar quarter. Royalty payments for each preceding calendar quarter shall be paid in arrears within forty-five (45) days of the end of each of June, September, and December and within ninety (90) days of the end of each March, by the Company to Karlsson.
d. The Royalty shall be paid in U.S. dollars, without demand, notice, setoff or reduction, by wire transfer in good and immediately available U.S. funds to such account or accounts as the Karlsson may from time to time designate in writing.
e. The Company may, in the good faith exercise of its reasonable discretion, modify and amend its existing leases applicable to the AWP Area and release portions of the AWP Area (the “Released Areas”) from such leases and/or replace such Released Areas with other real property owned by the applicable lessors (the “Replacement Areas”) on which the Company will in the immediate future conduct mining of Authorized Minerals and in connection therewith shall add any such Replacement Areas to the AWP Area and remove any such Released Areas from the AWP Area; provided that no such amendment or modification shall reduce, diminish or otherwise adversely affect Karlsson’s Royalty without Karlsson’s prior written consent, which may be withheld by Karlsson in its sole and absolute discretion.
f. Concurrently with each quarterly payment, the Company shall cause to be provided to Karlsson (i) a quarterly statement setting forth for that quarter the finished tons of all Authorized Minerals, the Company’s Gross Sales and the HNZ Royalties received by the Company, (ii) the payments made to the Other Royalty Holders; and (iii) the calculation of the Royalty payable to Karlsson.
g. In addition to the quarterly statements, within ninety (90) days after the end of each March, the Company shall provide an audited annual report of all of its operations consisting of a summary of the preceding year’s activities with respect to the AWP Area insofar as those activities are relevant to the calculation of the Royalty.
h. The following events shall be deemed to be “Reportable Events:” (i) the acquisition of an interest in any land or other real property interests by the Company or any of its Affiliates; (ii) the release of any Released Areas and the acquisition of any Replacement Areas; (iii) any modification to the Potash Sharing Agreement or any other leaseexisting leases, licenselicenses, permit permits or other agreement agreements pertaining to Authorized Minerals, whether in the name of the Company or any of its Affiliates (collectively, the “Underlying Agreements”), and any material notices (including claim of any default) given or received under any of the Underlying Agreements; (iv) if the Arizona State Land Department refuses to consent to the assignment of any Royalty or requires any reduction of or imposes any condition on the Royalty assignment as a condition of approving an assignment of Royalty on State Lands or approving any royalty reduction or other action with respect to lease or other agreement covering State LandsAffiliates; and (viv) any change of an operator that is engaged in extracting, mining, processing or producing Authorized Minerals (an “Operator”). Within thirty (30) days after each Reportable Event the Company shall provide Karlsson with a reasonable written description of the event.
i. Any Royalty payment that is not paid when due shall accrue interest at an annual rate equal to the prime rate as published in the Wall Street Journal plus 5%, compounded monthly, which shall be payable on demand.
j. Nothing herein shall be deemed to create any ownership interests (other than royalty interests and overriding royalty interests) of Karlsson in the Authorized Minerals or the AWP Area or in any other real property owned, leased, or otherwise subject to a license, permit or other agreement benefitting the Company.
k. The Company shall comply with all obligations under the Underlying Agreements at all times in order to maintain the Underlying Agreements in good standing and avoid any default thereunder, including by timely performing all work required under the Underlying Agreements, and timely paying all rental fees, advance royalty payments, royalty payments, payments in lieu of work expenditures, and other payments required by the terms of the Underlying Agreements or by applicable law. The Company shall timely file with the Arizona State Land Department and any other applicable state agencies all reports and other information required by any Underlying Agreements covering State Lands or by applicable law.
l. If, by reason of failure to use best mining practices or negligence on the part of the Company or another Operator, Authorized Minerals are lost or wasted, or rendered economically unrecoverable, the Company shall be obligated to pay Karlsson the Royalty thereon to the same extent as if such Authorized Minerals had been mined or processed utilizing best mining practices, and settlement shall be made on the basis of independent estimates obtained by the Company and approved by Karlsson of the tonnage, grade and recovery rate of Authorized Minerals so lost, wasted or rendered economically unrecoverable
Appears in 1 contract
Grant of Royalty. a. In accordance with the terms and conditions of the Original Agreement as amended by this Royalty Agreement Agreement, the Company has granted, sold and conveyed and by these presents does grant, sell and convey unto Karlsson the following royalties and overriding royalties (collectively, the “Royalty”) (i) an undivided three percent (3%) of one hundred percent (100%) of the Gross Sales of all Authorized Minerals sold by the Company from the AWP Area Apache Lands plus (ii) an amount equal to twenty-five percent (25%) of all amounts received by the Company from HNZ pursuant to the Agreement dated April 23, 2012 by and between HNZ and the Company AWP (the “HNZ Royalties”), a memorandum of which is recorded as Document #2012-002323 of the records of Apache County, ArizonaArizona (collectively, the “Royalty”).
b. Any Royalty paid pursuant to this Royalty Agreement shall be pari passu with payment of the following obligations: (i) a royalty of not more than 1% of the Company’s Gross Sales of Authorized Minerals to Buffalo Management LLC, ; (ii) a royalty in an amount not to exceed 2.1% of the Company’s Gross Sales of Authorized Minerals to Grandhaven Energy, LLC LLC; and (iii) the Company’s obligations to the SL Group, AIG and the Hortenstine Xxxxxxxxxxx Group under the Potash Sharing Agreement (collectively, the “Other Royalty Holders”).
c. The Royalty shall be calculated quarterly as of the last day of March, June, September and December; provided, however, that a Royalty, if any, paid upon written off receivables shall be credited to the next calendar quarter. Royalty payments for each preceding calendar quarter shall be paid in arrears within forty-five (45) days of the end of each of June, September, and December and within ninety (90) days of the end of each March, by the Company to Karlsson.
d. The Royalty shall be paid in U.S. dollars, without demand, notice, setoff or reduction, by wire transfer in good and immediately available U.S. funds to such account or accounts as the Karlsson may from time to time designate in writing.
e. The Company may, in the good faith exercise of its reasonable discretion, modify and amend its existing leases applicable to the AWP Area Apache Lands and release portions of the AWP Area Apache Lands (the “Released Areas”) from such leases and/or replace such Released Areas with other real property owned by the applicable lessors (the “Replacement Areas”) on which the Company will in the immediate future conduct mining of Authorized Minerals and in connection therewith shall add any such Replacement Areas to the AWP Area Apache Lands and remove any such Released Areas from the AWP Area; Apache Lands provided that no such amendment or modification shall reduce, diminish or otherwise adversely affect Karlsson’s Royalty without Karlsson’s prior written consent, which may be withheld by Karlsson in its sole and absolute discretion.
f. Concurrently with each quarterly payment, the Company shall cause to be provided to Karlsson (i) a quarterly statement setting forth for that quarter the finished tons of all Authorized Minerals, the Company’s Gross Sales and the HNZ Royalties received by the Company, ; (ii) the payments made to the Other Royalty Holders; and (iii) the calculation of the Royalty payable to Karlsson.
g. In addition to the quarterly statements, within ninety (90) days after the end of each March, the Company shall provide an audited annual report of all of its operations consisting of a summary of the preceding year’s activities with respect to the AWP Area Apache Lands insofar as those activities are relevant to the calculation of the Royalty.
h. The following events shall be deemed to be “Reportable Events:” (i) the acquisition of an interest in any land or other real property interests by the Company or any of its Affiliates; (ii) the release of any Released Areas and the acquisition of any Replacement Areas; (iii) any modification to the Potash Sharing Agreement or any other lease, license, permit or other agreement pertaining to Authorized Minerals, whether in the name of the Company or any of its Affiliates (collectively, the “Underlying Agreements”), and any material notices (including claim of any default) given or received under any of the Underlying Agreements; and (iv) if the Arizona State Land Department refuses to consent to the assignment of any Royalty or requires any reduction of or imposes any condition on the Royalty assignment as a condition of approving an assignment of Royalty on State Lands or approving any royalty reduction or other action with respect to lease or other agreement covering State Lands; and (v) any change of an operator that is engaged in extracting, mining, processing or producing Authorized Minerals (an “Operator”). Within thirty (30) days after each Reportable Event the Company shall provide Karlsson with a reasonable written description of the event.
i. Any Royalty payment that is not paid when due shall accrue interest at an annual rate equal to the prime rate as published in the Wall Street Journal plus 5%, compounded monthly, which shall be payable on demand.
j. Nothing herein shall be deemed to create any ownership interests interest (other than royalty interests and overriding royalty intereststhe Royalty) of Karlsson in the Authorized Minerals or the AWP Area Apache Lands or in any other real property owned, leased, or otherwise subject to a license, permit or other agreement benefitting the Company.
k. The Company shall comply with all obligations under the Underlying Agreements at all times in order to maintain the Underlying Agreements in good standing and avoid any default thereunder, including by timely performing all work required under the Underlying Agreements, and timely paying all rental fees, advance royalty payments, royalty payments, payments in lieu of work expenditures, and other payments required by the terms of the Underlying Agreements or by applicable law. The Company shall timely file with the Arizona State Land Department and any other applicable state agencies all reports and other information required by any Underlying Agreements covering State Lands or by applicable law.
l. If, by reason of failure to use best mining practices or negligence on the part of the Company or another Operatoroperator, Authorized Minerals are lost or wasted, or rendered economically unrecoverable, the Company shall be obligated to pay Karlsson the Royalty thereon to the same extent as if such Authorized Minerals had been mined or processed utilizing best mining practices, and settlement shall be made on the basis of independent estimates obtained by the Company and approved by Karlsson of the tonnage, grade and recovery rate of Authorized Minerals so lost, wasted or rendered economically unrecoverable.
Appears in 1 contract
Grant of Royalty. a. In accordance with the terms and conditions of the Original Agreement as amended by the First Amendment and this Royalty Agreement the Company has granted, sold and conveyed and by these presents does grant, sell and convey unto Karlsson the following royalties and overriding royalties (collectively, the “Royalty”) (i) an undivided three two percent (32%) of one hundred percent (100%) of the Gross Sales of all Authorized Minerals sold by the Company from the AWP Area Apache Lands plus (ii) an amount equal to twenty-five percent (25%) of all amounts received by the Company from HNZ pursuant to the Agreement dated April 23, 2012 by and between HNZ and the Company AWP (the “HNZ Royalties”), a memorandum copy of which is recorded as Document #2012-002323 of attached to the records of Apache CountyOriginal Agreement (collectively, Arizonathe “Royalty”).
b. Any Royalty paid pursuant to this Royalty Agreement shall be pari passu with payment of the following obligations: (i) a royalty of not more than 1% of the Company’s its Gross Sales of Authorized Minerals to each of Buffalo Management LLC, (ii) a royalty in an amount not to exceed 2.1% of the Company’s Gross Sales of Authorized Minerals to Grandhaven LLC and Grand Haven Energy, LLC and (iii) the Company’s its obligations to the SL Group, AIG and the Hortenstine Group under the Potash Sharing Agreement (collectively, the “Other Royalty Holders”).
c. The Royalty shall be calculated quarterly as of the last day of March, June, September and December; provided, however, that a Royalty, if any, paid upon written off receivables shall be credited to the next calendar quarter. Royalty payments for each preceding calendar quarter shall be paid in arrears within forty-five (45) days of the end of each of June, September, and December and within ninety (90) days of the end of each March, by the Company to Karlsson.
d. The Royalty shall be paid in U.S. dollars, without demand, notice, setoff or reduction, by wire transfer in good and immediately available U.S. funds to such account or accounts as the Karlsson may from time to time designate in writing.
e. The Company may, in the good faith exercise of its reasonable discretion, modify and amend its existing leases applicable to the AWP Area Apache Lands and release portions of the AWP Area Apache Lands (the “Released Areas”) from such leases and/or replace such Released Areas with other real property owned by the applicable lessors (the “Replacement Areas”) on which the Company will in the immediate future conduct mining of Authorized Minerals and in connection therewith shall add any such Replacement Areas to the AWP Area Apache Lands and remove any such Released Areas from the AWP Area; provided that no such amendment or modification shall reduce, diminish or otherwise adversely affect Karlsson’s Royalty without Karlsson’s prior written consent, which may be withheld by Karlsson in its sole and absolute discretionApache Lands.
f. Concurrently with each quarterly payment, the Company shall cause to be provided to Karlsson (i) a quarterly statement setting forth for that quarter the finished tons of all Authorized Minerals, the Company’s Gross Sales and the HNZ Royalties received by the Company, ; (ii) the payments made to the Other Royalty Holders; and (iii) the calculation of the Royalty payable to Karlsson.
g. In addition to the quarterly statements, within ninety (90) days after the end of each March, the Company shall provide an audited annual report of all of its operations consisting of a summary of the preceding year’s activities with respect to the AWP Area Apache Lands insofar as those activities are relevant to the calculation of the Royalty.
h. The following events shall be deemed to be “Reportable Events:” (i) the acquisition of an interest in any land or other real property interests by the Company or any of its Affiliates; (ii) the release of any Released Areas and the acquisition of any Replacement Areas; (iii) any modification to the Potash Sharing Agreement or any other leaseexisting leases, licenselicenses, permit permits or other agreement agreements pertaining to Authorized Minerals, whether in the name of the Company or any of its Affiliates (collectively, the “Underlying Agreements”), and any material notices (including claim of any default) given or received under any of the Underlying Agreements; (iv) if the Arizona State Land Department refuses to consent to the assignment of any Royalty or requires any reduction of or imposes any condition on the Royalty assignment as a condition of approving an assignment of Royalty on State Lands or approving any royalty reduction or other action with respect to lease or other agreement covering State LandsAffiliates; and (viv) any change of an operator that is engaged in extracting, mining, processing or producing Authorized Minerals (an “Operator”). Within thirty (30) days after each Reportable Event the Company shall provide Karlsson with a reasonable written description of the event.
i. Any Royalty payment that is not paid when due shall accrue interest at an annual rate equal to the prime rate as published in the Wall Street Journal plus 5%, compounded monthly, which shall be payable on demand.
j. Nothing herein shall be deemed to create any ownership interests (other than royalty interests and overriding royalty interests) of Karlsson in the Authorized Minerals or the AWP Area Apache Lands or in any other real property owned, leased, or otherwise subject to a license, permit or other agreement benefitting the Company.
k. The Company shall comply with all obligations under the Underlying Agreements at all times in order to maintain the Underlying Agreements in good standing and avoid any default thereunder, including by timely performing all work required under the Underlying Agreements, and timely paying all rental fees, advance royalty payments, royalty payments, payments in lieu of work expenditures, and other payments required by the terms of the Underlying Agreements or by applicable law. The Company shall timely file with the Arizona State Land Department and any other applicable state agencies all reports and other information required by any Underlying Agreements covering State Lands or by applicable law.
l. If, by reason of failure to use best mining practices or negligence on the part of the Company or another Operator, Authorized Minerals are lost or wasted, or rendered economically unrecoverable, the Company shall be obligated to pay Karlsson the Royalty thereon to the same extent as if such Authorized Minerals had been mined or processed utilizing best mining practices, and settlement shall be made on the basis of independent estimates obtained by the Company and approved by Karlsson of the tonnage, grade and recovery rate of Authorized Minerals so lost, wasted or rendered economically unrecoverable
Appears in 1 contract
Grant of Royalty. a. In accordance with the terms and conditions of the Original Agreement as amended by the First Amendment and this Royalty Agreement the Company has granted, sold and conveyed and by these presents does grant, sell and convey unto Karlsson the following royalties and overriding royalties (collectively, the “Royalty”) (i) an undivided three two percent (32%) of one hundred percent (100%) of the Gross Sales of all Authorized Minerals sold by the Company from the AWP Area plus (ii) an amount equal to twenty-five percent (25%) of all amounts received by the Company from HNZ pursuant to the Agreement dated April 23, 2012 by and between HNZ and the Company (the “HNZ Royalties”), a memorandum copy of which is recorded as Document #2012-002323 of attached to the records of Apache CountyOriginal Agreement (collectively, Arizonathe “Royalty”).
b. Any Royalty paid pursuant to this Royalty Agreement shall be pari passu with payment of the following obligations: (i) a royalty of not more than 1% of the Company’s its Gross Sales of Authorized Minerals to each of Buffalo Management LLC, (ii) a royalty in an amount not to exceed 2.1% of the Company’s Gross Sales of Authorized Minerals to Grandhaven LLC and Grand Haven Energy, LLC and (iii) the Company’s its obligations to the SL Group, AIG and the Hortenstine Group under the Potash Sharing Agreement (collectively, the “Other Royalty Holders”).
c. The Royalty shall be calculated quarterly as of the last day of March, June, September and December; provided, however, that a Royalty, if any, paid upon written off receivables shall be credited to the next calendar quarter. Royalty payments for each preceding calendar quarter shall be paid in arrears within forty-five (45) days of the end of each of June, September, and December and within ninety (90) days of the end of each March, by the Company to Karlsson.
d. The Royalty shall be paid in U.S. dollars, without demand, notice, setoff or reduction, by wire transfer in good and immediately available U.S. funds to such account or accounts as the Karlsson may from time to time designate in writing.
e. The Company may, in the good faith exercise of its reasonable discretion, modify and amend its existing leases applicable to the AWP Area and release portions of the AWP Area (the “Released Areas”) from such leases and/or replace such Released Areas with other real property owned by the applicable lessors (the “Replacement Areas”) on which the Company will in the immediate future conduct mining of Authorized Minerals and in connection therewith shall add any such Replacement Areas to the AWP Area and remove any such Released Areas from the AWP Area; provided that no such amendment or modification shall reduce, diminish or otherwise adversely affect Karlsson’s Royalty without Karlsson’s prior written consent, which may be withheld by Karlsson in its sole and absolute discretion.
f. Concurrently with each quarterly payment, the Company shall cause to be provided to Karlsson (i) a quarterly statement setting forth for that quarter the finished tons of all Authorized Minerals, the Company’s Gross Sales and the HNZ Royalties received by the Company, (ii) the payments made to the Other Royalty Holders; and (iii) the calculation of the Royalty payable to Karlsson.
g. In addition to the quarterly statements, within ninety (90) days after the end of each March, the Company shall provide an audited annual report of all of its operations consisting of a summary of the preceding year’s activities with respect to the AWP Area insofar as those activities are relevant to the calculation of the Royalty.
h. The following events shall be deemed to be “Reportable Events:” (i) the acquisition of an interest in any land or other real property interests by the Company or any of its Affiliates; (ii) the release of any Released Areas and the acquisition of any Replacement Areas; (iii) any modification to the Potash Sharing Agreement or any other leaseexisting leases, licenselicenses, permit permits or other agreement agreements pertaining to Authorized Minerals, whether in the name of the Company or any of its Affiliates (collectively, the “Underlying Agreements”), and any material notices (including claim of any default) given or received under any of the Underlying Agreements; (iv) if the Arizona State Land Department refuses to consent to the assignment of any Royalty or requires any reduction of or imposes any condition on the Royalty assignment as a condition of approving an assignment of Royalty on State Lands or approving any royalty reduction or other action with respect to lease or other agreement covering State LandsAffiliates; and (viv) any change of an operator that is engaged in extracting, mining, processing or producing Authorized Minerals (an “Operator”). Within thirty (30) days after each Reportable Event the Company shall provide Karlsson with a reasonable written description of the event.
i. Any Royalty payment that is not paid when due shall accrue interest at an annual rate equal to the prime rate as published in the Wall Street Journal plus 5%, compounded monthly, which shall be payable on demand.
j. Nothing herein shall be deemed to create any ownership interests (other than royalty interests and overriding royalty interests) of Karlsson in the Authorized Minerals or the AWP Area or in any other real property owned, leased, or otherwise subject to a license, permit or other agreement benefitting the Company.
k. The Company shall comply with all obligations under the Underlying Agreements at all times in order to maintain the Underlying Agreements in good standing and avoid any default thereunder, including by timely performing all work required under the Underlying Agreements, and timely paying all rental fees, advance royalty payments, royalty payments, payments in lieu of work expenditures, and other payments required by the terms of the Underlying Agreements or by applicable law. The Company shall timely file with the Arizona State Land Department and any other applicable state agencies all reports and other information required by any Underlying Agreements covering State Lands or by applicable law.
l. If, by reason of failure to use best mining practices or negligence on the part of the Company or another Operator, Authorized Minerals are lost or wasted, or rendered economically unrecoverable, the Company shall be obligated to pay Karlsson the Royalty thereon to the same extent as if such Authorized Minerals had been mined or processed utilizing best mining practices, and settlement shall be made on the basis of independent estimates obtained by the Company and approved by Karlsson of the tonnage, grade and recovery rate of Authorized Minerals so lost, wasted or rendered economically unrecoverable
Appears in 1 contract
Grant of Royalty. a. In accordance with the terms and conditions of the Original Purchase Agreement as amended by the Closing Agreement and this Royalty Agreement the Company has granted, sold and conveyed and by these presents does grant, sell and convey unto Karlsson Grandhaven the following royalties and overriding royalties (collectively, collectively the “RoyaltyRoyalties”) (i) an undivided three two and one tenths percent (32.10%) of one hundred percent (100%) of the Gross Sales of all Authorized Minerals saved, produced and sold by the Company from that portion of the AWP Area described in Part I of Exhibit “A,” plus (ii) an undivided one percent (1.00%) of one hundred percent (100%) of the Gross Sales of all Authorized Minerals saved, produced and sold by the Company from that portion of the AWP Area described in Part II of Exhibit “A,” plus (iii) an amount equal to twenty-five ten percent (2510%) of all amounts received by the Company from HNZ pursuant to the Agreement dated April 23, 2012 by and between HNZ Potash, LLC, a Delaware limited liability company and the Company (the “HNZ Royalties”), a memorandum of which is recorded as Document document #2012-002323 of the records of Apache County, Arizona.
b. Any Royalty paid that becomes payable pursuant to this Royalty Agreement shall be pari passu with payment of the following obligations: (i) a royalty of not more than 1% of the Company’s Gross Sales of Authorized Minerals to Buffalo Management LLC, (ii) a royalty in an amount of not to exceed 2.1more than 3% of the Company’s Gross Sales of Authorized Minerals to Grandhaven EnergyKarlsson Group (the “Karlsson Royalty”), LLC and (iii) the Company’s obligations to the SL Group, AIG and the Hortenstine Group under the Potash Sharing Agreement (collectively, the “Other Royalty Holders”).
c. The Royalty shall be calculated quarterly as of the last day of March, June, September and December; provided, however, that a Royalty, if any, paid upon written off receivables shall be credited to the next calendar quarter. Royalty payments for each preceding calendar quarter shall be paid in arrears within forty-five (45) days of the end of each of June, September, and December and within ninety (90) days of the end of each March, by the Company to KarlssonGrandhaven.
d. The Royalty shall be paid in U.S. dollars, without demand, notice, setoff or reduction, by wire transfer in good and immediately available U.S. funds to such account or accounts as the Karlsson Grandhaven may from time to time designate in writing.
e. The Company may, in the good faith exercise of its reasonable discretion, modify and amend its existing leases applicable to the AWP Area and release portions of the AWP Area (the “Released Areas”) from such leases and/or replace such Released Areas with other real property owned by the applicable lessors (the “Replacement Areas”) on which the Company will in the immediate future conduct mining of Authorized Minerals and in connection therewith shall add any such Replacement Areas to the AWP Area and remove any such Released Areas from the AWP Area; provided that no such amendment or modification shall reduce, diminish or otherwise adversely affect KarlssonGrandhaven’s Royalty without KarlssonGrandhaven’s prior written consent, which may be withheld by Karlsson Grandhaven in its sole and absolute discretion. The Company hereby grants to Grandhaven, its successors and assigns, for a period of 20 years after the date of this Royalty Agreement (the “Option Period”), the irrevocable right and option to exchange up to 1.1% of the Royalty granted under Section 3.a(i) for an equal percentage of Gross Sales of all Authorized Minerals sold by the Company from any lands or other real property interests hereafter acquired by the Company or its Affiliates (whether owned, or leased or held pursuant to any other agreement), and are located in any lands that are not described in Part I of Exhibit “A” and are located within the townships described in Exhibit “B” hereto (collectively, the “Additional Lands”), which may include private, federal, tribal or Arizona state lands and interests (the “Exchanged Royalty Interests”); provided, however, that Grandhaven’s royalty from the Exchanged Royalty Interests shall not have priority over and shall be paid only in pari passu with payment of any Karlsson Royalty from the Additional Lands; that Grandhaven shall cooperate with the Company and with Karlsson in order to effect that outcome; and that Karlsson shall be a third party beneficiary of Grandhaven’s obligations in this sentence. Grandhaven shall have the right to select the percentage of such Exchanged Royalty Interests, the lands in which such Exchanged Royalty Interests are granted, and the percentage of the Royalty and the lands in Part I of Exhibit “A” exchanged for such Exchanged Royalty Interests. Grandhaven may elect to receive one or more assignments and conveyances of Exchanged Royalty Interests during the Option Period. Within ten business days after any notice by Grandhaven of such election, Grandhaven shall assign and convey to the Company its interest in the Royalty Interests so exchanged, free and clear of any lien or encumbrance arising by, through or under Grandhaven, and the Company shall assign and convey to Grandhaven the Exchanged Royalty Interests on the same terms and conditions of this Royalty Agreement free and clear of any lien or encumbrance arising by, through or under Grandhaven (other than any royalty interest of the Other Royalty Holders in such lands and interests as limited by Section 3.b). Without limiting the foregoing, if the Arizona State Land Department refuses to consent to the assignment of any Royalty or requires any reduction of or imposes any condition on the Royalty assignment as a condition of approving an assignment of Royalty on State Lands or approving any royalty reduction or other action with respect to lease or other agreement covering State Lands, Grandhaven shall have the option to exchange the affected Royalty for Exchanged Royalty Interests.
f. Concurrently with each quarterly payment, the Company shall cause to be provided to Karlsson Grandhaven (i) a quarterly statement setting forth for that quarter the finished tons of all Authorized Minerals, the Company’s Gross Sales and the HNZ Royalties received by the Company, (ii) the payments made to the Other Royalty Holders; and (iii) the calculation of the Royalty payable to KarlssonGrandhaven.
g. In addition to the quarterly statements, within ninety (90) days after the end of each March, the Company shall provide an audited annual report of all of its operations consisting of a summary of the preceding year’s activities with respect to the AWP Area insofar as those activities are relevant to the calculation of the Royalty.
h. The following events shall be deemed to be “Reportable Events:” (i) the acquisition of an interest in any land or other real property interests by the Company or any of its Affiliates; (ii) the release of any Released Areas and the acquisition of any Replacement Areas; (iii) any modification to the Potash Sharing Agreement or any other lease, license, permit or other agreement pertaining to Authorized Minerals, whether now existing or hereafter acquired, whether in the name of the Company or any of its Affiliates (collectively, the “Underlying Agreements”), and any material notices (including claim of any default) given or received under any of the Underlying Agreements; (iv) if the Arizona State Land Department refuses to consent to the assignment of any Royalty or requires any reduction of or imposes any condition on the Royalty assignment as a condition of approving an assignment of Royalty on State Lands or approving any royalty reduction or other action with respect to lease or other agreement covering State Lands; , and (v) any change of an operator that is engaged in extracting, mining, processing or producing Authorized Minerals (an “Operator”). Within thirty (30) days after each Reportable Event the Company shall provide Karlsson Grandhaven with a reasonable written description of the event.
i. Any Royalty payment that is not paid when due shall accrue interest at an annual rate equal to the prime rate as published in the Wall Street Journal plus 5%, compounded monthly, which shall be payable on demand.
j. Nothing herein shall be deemed to create any ownership interests interest (other than royalty interests and overriding royalty interests) of Karlsson Grandhaven in the Authorized Minerals or the AWP Area or in any other real property owned, leased, or otherwise subject to a license, permit or other agreement benefitting the Company.
k. The Company shall comply with all obligations under the Underlying Agreements Agreement at all times in order to maintain the Underlying Agreements in good standing and avoid any default thereunder, including by timely performing all work required under the Underlying Agreements, and timely paying all rental fees, advance royalty payments, royalty payments, payments in lieu of work expenditures, and other payments required by the terms of the Underlying Agreements or by applicable law. The Company shall timely file with the Arizona State Land Department and any other applicable state agencies all reports and other information required by any Underlying Agreements covering State Lands or by applicable law.
l. If, by reason of failure to use best mining practices or negligence on the part of the Company or another Operator, Authorized Minerals are lost or wasted, or rendered economically unrecoverable, the Company shall be obligated to pay Karlsson Grandhaven the Royalty thereon to the same extent as if such Authorized Minerals had been mined or processed utilizing best mining practices, and settlement shall be made on the basis of independent estimates obtained by the Company and approved by Karlsson Grandhaven of the tonnage, grade and recovery rate of Authorized Minerals so lost, wasted or rendered economically unrecoverable
Appears in 1 contract
Samples: Royalty Agreement and Option (Prospect Global Resources Inc.)
Grant of Royalty. a. In accordance with the terms and conditions of the Original Agreement as amended by the First Amendment, the Second Amendment, and this Royalty Agreement the Company has granted, sold and conveyed and by these presents does grant, sell and convey unto Karlsson the following royalties and overriding royalties (collectively, the “Royalty”) (i) an undivided three percent (3%) of one hundred percent (100%) of the Gross Sales of all Authorized Minerals sold by the Company from the AWP Area Apache Lands plus (ii) an amount equal to twenty-five percent (25%) of all amounts received by the Company from HNZ pursuant to the Agreement dated April 23, 2012 by and between HNZ and the Company AWP (the “HNZ Royalties”), a memorandum copy of which is recorded as Document #2012-002323 of attached to the records of Apache CountyOriginal Agreement (collectively, Arizonathe “Royalty”).
b. Any Royalty paid pursuant to this Royalty Agreement shall be pari passu with payment of the following obligations: (i) a royalty of not more than 1% of the Company’s its Gross Sales of Authorized Minerals to each of Buffalo Management LLC, (ii) a royalty in an amount not to exceed 2.1% of the Company’s Gross Sales of Authorized Minerals to Grandhaven LLC and Grand Haven Energy, LLC and (iii) the Company’s its obligations to the SL Group, AIG and the Hortenstine Group under the Potash Sharing Agreement (collectively, the “Other Royalty Holders”).
c. The Royalty shall be calculated quarterly as of the last day of March, June, September and December; provided, however, that a Royalty, if any, paid upon written off receivables shall be credited to the next calendar quarter. Royalty payments for each preceding calendar quarter shall be paid in arrears within forty-five (45) days of the end of each of June, September, and December and within ninety (90) days of the end of each March, by the Company to Karlsson.
d. The Royalty shall be paid in U.S. dollars, without demand, notice, setoff or reduction, by wire transfer in good and immediately available U.S. funds to such account or accounts as the Karlsson may from time to time designate in writing.
e. The Company may, in the good faith exercise of its reasonable discretion, modify and amend its existing leases applicable to the AWP Area Apache Lands and release portions of the AWP Area Apache Lands (the “Released Areas”) from such leases and/or replace such Released Areas with other real property owned by the applicable lessors (the “Replacement Areas”) on which the Company will in the immediate future conduct mining of Authorized Minerals and in connection therewith shall add any such Replacement Areas to the AWP Area Apache Lands and remove any such Released Areas from the AWP Area; provided that no such amendment or modification shall reduce, diminish or otherwise adversely affect Karlsson’s Royalty without Karlsson’s prior written consent, which may be withheld by Karlsson in its sole and absolute discretionApache Lands.
f. Concurrently with each quarterly payment, the Company shall cause to be provided to Karlsson (i) a quarterly statement setting forth for that quarter the finished tons of all Authorized Minerals, the Company’s Gross Sales and the HNZ Royalties received by the Company, ; (ii) the payments made to the Other Royalty Holders; and (iii) the calculation of the Royalty payable to Karlsson.
g. In addition to the quarterly statements, within ninety (90) days after the end of each March, the Company shall provide an audited annual report of all of its operations consisting of a summary of the preceding year’s activities with respect to the AWP Area Apache Lands insofar as those activities are relevant to the calculation of the Royalty.
h. The following events shall be deemed to be “Reportable Events:” (i) the acquisition of an interest in any land or other real property interests by the Company or any of its Affiliates; (ii) the release of any Released Areas and the acquisition of any Replacement Areas; (iii) any modification to the Potash Sharing Agreement or any other leaseexisting leases, licenselicenses, permit permits or other agreement agreements pertaining to Authorized Minerals, whether in the name of the Company or any of its Affiliates (collectively, the “Underlying Agreements”), and any material notices (including claim of any default) given or received under any of the Underlying Agreements; (iv) if the Arizona State Land Department refuses to consent to the assignment of any Royalty or requires any reduction of or imposes any condition on the Royalty assignment as a condition of approving an assignment of Royalty on State Lands or approving any royalty reduction or other action with respect to lease or other agreement covering State LandsAffiliates; and (viv) any change of an operator that is engaged in extracting, mining, processing or producing Authorized Minerals (an “Operator”). Within thirty (30) days after each Reportable Event the Company shall provide Karlsson with a reasonable written description of the event.
i. Any Royalty payment that is not paid when due shall accrue interest at an annual rate equal to the prime rate as published in the Wall Street Journal plus 5%, compounded monthly, which shall be payable on demand.
j. Nothing herein shall be deemed to create any ownership interests (other than royalty interests and overriding royalty interests) of Karlsson in the Authorized Minerals or the AWP Area Apache Lands or in any other real property owned, leased, or otherwise subject to a license, permit or other agreement benefitting the Company.
k. The Company shall comply with all obligations under the Underlying Agreements at all times in order to maintain the Underlying Agreements in good standing and avoid any default thereunder, including by timely performing all work required under the Underlying Agreements, and timely paying all rental fees, advance royalty payments, royalty payments, payments in lieu of work expenditures, and other payments required by the terms of the Underlying Agreements or by applicable law. The Company shall timely file with the Arizona State Land Department and any other applicable state agencies all reports and other information required by any Underlying Agreements covering State Lands or by applicable law.
l. If, by reason of failure to use best mining practices or negligence on the part of the Company or another Operator, Authorized Minerals are lost or wasted, or rendered economically unrecoverable, the Company shall be obligated to pay Karlsson the Royalty thereon to the same extent as if such Authorized Minerals had been mined or processed utilizing best mining practices, and settlement shall be made on the basis of independent estimates obtained by the Company and approved by Karlsson of the tonnage, grade and recovery rate of Authorized Minerals so lost, wasted or rendered economically unrecoverable
Appears in 1 contract
Grant of Royalty. a. In accordance with the terms and conditions of the Original Purchase Agreement as amended by the Closing Agreement and this Royalty Agreement the Company has granted, sold and conveyed and by these presents does grant, sell and convey unto Karlsson Grandhaven the following royalties and overriding royalties (collectively, collectively the “RoyaltyRoyalties”) (i) an undivided three two and one tenths percent (32.10%) of one hundred percent (100%) of the Gross Sales of all Authorized Minerals saved, produced and sold by the Company from that portion of the AWP Area Apache Lands described in Part I of Exhibit “A,” plus (ii) an undivided one percent (1.00%) of one hundred percent (100%) of the Gross Sales of all Authorized Minerals saved, produced and sold by the Company from that portion of the Apache Lands described in Part II of Exhibit “A,” plus (iii) an amount equal to twenty-five ten percent (2510%) of all amounts received by the Company from HNZ Potash, LLC, a Delaware limited liability company (“HNZ”) pursuant to the Agreement dated April 23, 2012 by and between HNZ and the Company AWP (the “HNZ Royalties”), a memorandum of which is recorded as Document document #2012-002323 of the records of Apache County, Arizona.
b. Any Royalty paid that becomes payable pursuant to this Royalty Agreement shall be pari passu with payment of the following obligations: (i) a royalty of not more than 1% of the Company’s Gross Sales of Authorized Minerals to Buffalo Management LLC, (ii) a royalty in an amount of not to exceed 2.1more than 3% of the Company’s Gross Sales of Authorized Minerals to Grandhaven EnergyKarlsson Group (the “Karlsson Royalty”), LLC and (iii) the Company’s obligations to the SL Group, AIG and the Hortenstine Group under the Potash Sharing Agreement (collectively, the “Other Royalty Holders”).
c. The Royalty shall be calculated quarterly as of the last day of March, June, September and December; provided, however, that a Royalty, if any, paid upon written off receivables shall be credited to the next calendar quarter. Royalty payments for each preceding calendar quarter shall be paid in arrears within forty-five (45) days of the end of each of June, September, and December and within ninety (90) days of the end of each March, by the Company to KarlssonGrandhaven.
d. The Royalty shall be paid in U.S. dollars, without demand, notice, setoff or reduction, by wire transfer in good and immediately available U.S. funds to such account or accounts as the Karlsson Grandhaven may from time to time designate in writing.
e. The Company may, in the good faith exercise of its reasonable discretion, modify and amend its existing leases applicable to the AWP Area Apache Lands and release portions of the AWP Area Apache Lands (the “Released Areas”) from such leases and/or replace such Released Areas with other real property owned by the applicable lessors (the “Replacement Areas”) on which the Company will in the immediate future conduct mining of Authorized Minerals and in connection therewith shall add any such Replacement Areas to the AWP Area Apache Lands and remove any such Released Areas from the AWP AreaApache Lands; provided that no such amendment or modification shall reduce, diminish or otherwise adversely affect KarlssonGrandhaven’s Royalty without KarlssonGrandhaven’s prior written consent, which may be withheld by Karlsson Grandhaven in its sole and absolute discretion. The Company hereby grants to Grandhaven, its successors and assigns, for a period of 20 years after the date of this Royalty Agreement (the “Option Period”), the irrevocable right and option to exchange up to 1.1% of the Royalty granted under Section 3.a(i) for an equal percentage of Gross Sales of all Authorized Minerals sold by the Company from any lands or other real property interests hereafter acquired by the Company or its Affiliates (whether owned, or leased or held pursuant to any other agreement), and are located in any lands that are not described in Part I of Exhibit “A” and are located within the townships described in Exhibit “B” hereto (collectively, the “Additional Lands”), which may include private, federal, tribal or Arizona state lands and interests (the “Exchanged Royalty Interests”); provided, however, that Grandhaven’s royalty from the Exchanged Royalty Interests shall not have priority over and shall be paid only in pari passu with payment of any Karlsson Royalty from the Additional Lands; that Grandhaven shall cooperate with the Company and with Karlsson in order to effect that outcome; and that Karlsson shall be a third party beneficiary of Grandhaven’s obligations in this sentence. Grandhaven shall have the right to select the percentage of such Exchanged Royalty Interests, the lands in which such Exchanged Royalty Interests are granted, and the percentage of the Royalty and the lands in Part I of Exhibit “A” exchanged for such Exchanged Royalty Interests. Grandhaven may elect to receive one or more assignments and conveyances of Exchanged Royalty Interests during the Option Period. Within ten business days after any notice by Grandhaven of such election, Grandhaven shall assign and convey to the Company its interest in the Royalty Interests so exchanged, free and clear of any lien or encumbrance arising by, through or under Grandhaven, and the Company shall assign and convey to Grandhaven the Exchanged Royalty Interests on the same terms and conditions of this Royalty Agreement free and clear of any lien or encumbrance arising by, through or under Grandhaven (other than any royalty interest of the Other Royalty Holders in such lands and interests as limited by Section 3.b). Without limiting the foregoing, if the Arizona State Land Department refuses to consent to the assignment of any Royalty or requires any reduction of or imposes any condition on the Royalty assignment as a condition of approving an assignment of Royalty on State Lands or approving any royalty reduction or other action with respect to lease or other agreement covering State Lands, Grandhaven shall have the option to exchange the affected Royalty for Exchanged Royalty Interests.
f. Concurrently with each quarterly payment, the Company shall cause to be provided to Karlsson Grandhaven (i) a quarterly statement setting forth for that quarter the finished tons of all Authorized Minerals, the Company’s Gross Sales and the HNZ Royalties received by the Company, (ii) the payments made to the Other Royalty Holders; and (iii) the calculation of the Royalty payable to KarlssonGrandhaven.
g. In addition to the quarterly statements, within ninety (90) days after the end of each March, the Company shall provide an audited annual report of all of its operations consisting of a summary of the preceding year’s activities with respect to the AWP Area Apache Lands insofar as those activities are relevant to the calculation of the Royalty.
h. The following events shall be deemed to be “Reportable Events:” (i) the acquisition of an interest in any land or other real property interests by the Company or any of its Affiliates; (ii) the release of any Released Areas and the acquisition of any Replacement Areas; (iii) any modification to the Potash Sharing Agreement or any other lease, license, permit or other agreement pertaining to Authorized Minerals, whether now existing or hereafter acquired, whether in the name of the Company or any of its Affiliates (collectively, the “Underlying Agreements”), and any material notices (including claim of any default) given or received under any of the Underlying Agreements; and (iv) if the Arizona State Land Department refuses to consent to the assignment of any Royalty or requires any reduction of or imposes any condition on the Royalty assignment as a condition of approving an assignment of Royalty on State Lands or approving any royalty reduction or other action with respect to lease or other agreement covering State Lands; and (v) any change of an operator that is engaged in extracting, mining, processing or producing Authorized Minerals (an “Operator”). Within thirty (30) days after each Reportable Event the Company shall provide Karlsson with a reasonable written description of the event.
i. Any Royalty payment that is not paid when due shall accrue interest at an annual rate equal to the prime rate as published in the Wall Street Journal plus 5%, compounded monthly, which shall be payable on demand.
j. Nothing herein shall be deemed to create any ownership interests (other than royalty interests and overriding royalty interests) of Karlsson in the Authorized Minerals or the AWP Area or in any other real property owned, leased, or otherwise subject to a license, permit or other agreement benefitting the Company.
k. The Company shall comply with all obligations under the Underlying Agreements at all times in order to maintain the Underlying Agreements in good standing and avoid any default thereunder, including by timely performing all work required under the Underlying Agreements, and timely paying all rental fees, advance royalty payments, royalty payments, payments in lieu of work expenditures, and other payments required by the terms of the Underlying Agreements or by applicable law. The Company shall timely file with the Arizona State Land Department and any other applicable state agencies all reports and other information required by any Underlying Agreements covering State Lands or by applicable law.
l. If, by reason of failure to use best mining practices or negligence on the part of the Company or another Operator, Authorized Minerals are lost or wasted, or rendered economically unrecoverable, the Company shall be obligated to pay Karlsson the Royalty thereon to the same extent as if such Authorized Minerals had been mined or processed utilizing best mining practices, and settlement shall be made on the basis of independent estimates obtained by the Company and approved by Karlsson of the tonnage, grade and recovery rate of Authorized Minerals so lost, wasted or rendered economically unrecoverablethirty
Appears in 1 contract
