Common use of Interest in Properties and Mineral Rights Clause in Contracts

Interest in Properties and Mineral Rights. (a) All of the Company’s directly and indirectly owned real properties (collectively, and where material, the “Property”) and all of the Company’s mineral interests and rights (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of law or otherwise) (collectively, and where material, the “Mineral Rights”), are set out in Schedule 4.13(a) of the Company Disclosure Letter. Other than the Properties and the Mineral Rights set out in Schedule 4.13(a) of the Company Disclosure Letter, the Company does not own or have any interest in any real property or any mineral interests and rights. (b) Except as disclosed on Schedule 4.13(b) of the Company Disclosure Letter, the Company is the sole legal and beneficial owner of all right, title and interest in and to the Property and the Mineral Rights, free and clear of any encumbrances. (c) All of the Mineral Rights have been properly located and recorded in compliance with applicable law and are comprised of valid and subsisting mineral claims. (d) The Property and the Mineral Rights are in good standing under applicable law and, to the knowledge of the Company, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (e) There is no adverse claim against or challenge to the title to or ownership of the Property or any of the Mineral Rights. (f) The Company has the exclusive right to deal with the Property and all of the Mineral Rights. (g) Except as disclosed in Schedule 4.13(g) of the Company Disclosure Letter, no person other than the Company has any interest in the Property or any of the Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest. (h) There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the Company’s interest in the Property or any of the Mineral Rights. (i) There are no material restrictions on the ability of the Company to use, transfer or exploit the Property or any of the Mineral Rights, except pursuant to the applicable law. (j) The Company has not received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of the Company in any of the Property or any of the Mineral Rights. (k) The Company has all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences operations from landowners or Governmental Entities permitting the use of land by the Company, and mineral interests that are required to exploit the development potential of the Property and the Mineral Rights as contemplated in the Company Public Documents filed on or before the date hereof and no third party or group holds any such rights that would be required by the Company to develop the Property or any of the Mineral Rights as contemplated in the Company Public Documents filed on or before the date hereof. (l) All mines located in or on the lands of the Company or lands pooled or unitized therewith, which have been abandoned by the Company, have been abandoned in accordance with good mining practices and in compliance with all applicable laws, and all future abandonment, remediation and reclamation obligations known to the Company as of the date hereof have been accurately set forth in the Company Public Documents without omission of information necessary to make the disclosure not misleading

Appears in 2 contracts

Samples: Investment Agreement (American Lithium Minerals, Inc.), Investment Agreement (American Lithium Minerals, Inc.)

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Interest in Properties and Mineral Rights. (ai) Interra and its Subsidiaries do not have any ownership interest in any real property. All of the CompanyInterra’s directly and indirectly owned real properties (collectively, and where material, the “Property”) and all of the Company’s its Subsidiaries’ material mineral interests and rights (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of law Law or otherwise) ), including, without limitation, all such interests and rights relating to the Thane Property and the Xxxxx Creek Property (collectively, and where material, the “Interra Mineral Rights”), are set out in Schedule 4.13(aSection 4.1(r)(i) of the Company Interra Disclosure Letter. Other than the Properties and the Interra Mineral Rights set out in Schedule 4.13(aSection 4.1(r)(i) of the Company Interra Disclosure Letter, the Company does not own neither Interra nor its Subsidiaries, owns or have has any interest in any real property or any material mineral interests and rights. (bii) Except as disclosed on Schedule 4.13(b) Interra or one of the Company Disclosure Letter, the Company its Subsidiaries is the sole legal and beneficial owner of all right, title and interest in and to the Property and the Interra Mineral Rights, free and clear of any encumbrancesLiens (other than Permitted Liens). (ciii) All To the knowledge of Interra, all of the Interra Mineral Rights have been properly located and recorded in compliance with applicable law Law and are comprised of valid and subsisting mineral claims. (div) The Property and the Interra Mineral Rights are in good standing under applicable law Law and, to the knowledge of the CompanyInterra, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (ev) There To the knowledge of Interra, there is no material adverse claim against or challenge to the title to or ownership of the Property or any of the Interra Mineral Rights. (f) The Company has the exclusive right to deal with the Property and all of the Mineral Rights. (gvi) Except for the Xxxxx Creek NSR and as disclosed set out in Schedule 4.13(gSection 4.1(r)(vi) of the Company Interra Disclosure Letter, no person Person other than the Company Interra or its Subsidiaries has any interest in the Property or any of the Interra Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest. (hvii) There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the CompanyInterra’s or its Subsidiary’s interest in the Property or any of the Interra Mineral Rights. (iviii) There are no material restrictions on the ability of the Company Interra and its Subsidiaries to use, transfer or exploit the Property or any of the Interra Mineral Rights, except pursuant to the applicable lawLaw. (jix) The Company Neither Interra nor any of its Subsidiaries has not received any notice, whether written or oral, from any non-governmental organization, community, community group, aboriginal peoples or aboriginal group or any Governmental Entity of any revocation or intention to revoke any interest of the Company Interra or any of its Subsidiaries in any of the Property or any of the Interra Mineral Rights. (kx) The Company has Except as disclosed in Section 4.1(r)(x) of the Interra Disclosure Letter, Interra and/or its Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences operations from landowners or Governmental Entities permitting the use of land by the Company, and mineral interests that are required to exploit the development potential of the Property and the Mineral Rights as contemplated in the Company Public Documents filed on or before the date hereof and no third party or group holds any such rights that would be required by the Company to develop the Property or any of the Mineral Rights as contemplated in the Company Public Documents filed on or before the date hereof. (l) All mines located in or on the lands of the Company or lands pooled or unitized therewith, which have been abandoned by the Company, have been abandoned in accordance with good mining practices and in compliance with all applicable laws, and all future abandonment, remediation and reclamation obligations known to the Company as of the date hereof have been accurately set forth in the Company Public Documents without omission of information necessary to make the disclosure not misleading,

Appears in 1 contract

Samples: Business Combination Agreement

Interest in Properties and Mineral Rights. (ai) All of the Company’s directly and indirectly its Subsidiaries’ owned real properties and leasehold interests that are material to the Company or the operation of its business (collectively, and where material, the “PropertyProperties”) and all of the Company’s and its Subsidiaries’ mineral interests and rights that are material to the Company or the operation of its business (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, drilling licenses and drilling rights, in each case, either existing under contract, by operation of law Law or otherwise) (collectively, and where material, the “Mineral Rights”), ) are set out in Schedule 4.13(a3.1(n)(i) of the Company Disclosure Letter. Other than the Properties and the Mineral Rights set out in Schedule 4.13(a3.1(n)(i) of the Company Disclosure Letter, neither the Company does not own nor its Subsidiaries, owns or have has any interest in any material real property or any material mineral interests and rights. (bii) Except as disclosed on set out in Schedule 4.13(b3.1(n)(ii) of the Company Disclosure Letter, : (A) the Company or one of its Subsidiaries has good and marketable title to the Properties and the Mineral Rights, and is the sole legal and beneficial owner of all right, title and interest in and to the Property Properties and the Mineral Rights, free and clear of any encumbrances. (cB) All all of the Mineral Rights have been properly located and recorded in compliance with applicable law and are comprised of valid and subsisting mineral claims.Law; (dC) The Property the Properties and the Mineral Rights are in good standing under applicable law Law and, to the knowledge of the Company, all material work required to be performed and filed in respect thereof has been performed and filed, all material Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all material filings in respect thereof have been made.; (eD) There there is no material adverse claim against or challenge to the title to or ownership of the Property Properties or any of the Mineral Rights.; (fE) The the Company or a Company Material Subsidiary has the exclusive right to deal with the Property Properties and all of the Mineral Rights.; (gF) Except as disclosed in Schedule 4.13(g) of the Company Disclosure Letter, no person Person other than the Company and the Company Material Subsidiaries has any interest in the Property Properties or any of the Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.; (hG) There there are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would materially affect the Company’s or a Subsidiary’s interest in the Property Properties or any of the Mineral Rights.; (iH) There there are no material restrictions on the ability power, capacity and authority of the Company and its Subsidiaries to use, transfer or exploit the Property Properties or any of the Mineral Rights, except pursuant to the applicable law.Law or the terms of the Mineral Rights; (jI) The neither the Company nor any of its Subsidiaries has not received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of the Company or a Subsidiary in any of the Property Properties or any of the Mineral Rights.; (kJ) The the Company has and its Subsidiaries have all surface rightsrights and Mineral Rights that are required for the current state of exploration or development, including fee simple estates, leases, easements, rights of way and permits or licences operations from landowners or Governmental Entities permitting the use of land by the Company, Company and mineral interests that are required to exploit the development potential of the Property and the Mineral Rights as contemplated in the Company Public Documents filed on or before the date hereof and no third party or group holds any such rights that would be required by the Company to develop the Property or any of the Mineral Rights as contemplated in the Company Public Documents filed on or before the date hereof.its Subsidiaries; (lK) All all mines located in or on the lands of the Company or any of its Subsidiaries, or lands pooled or unitized therewith, which have been abandoned by the CompanyCompany or any of its Subsidiaries, have been abandoned in accordance with good mining practices and in compliance with all applicable lawsLaws, and all future abandonment, remediation and reclamation obligations known to the Company as of the date hereof have been accurately set forth in the Company Public Documents to the extent required by applicable Law without omission of information necessary to make the disclosure not misleading; and (L) for all Properties wherein current activity requires a Permit to conduct operations, the Company has obtained the necessary Permit and any required renewals or extensions, and all such necessary Permits are in good standing.

Appears in 1 contract

Samples: Arrangement Agreement (Walter Energy, Inc.)

Interest in Properties and Mineral Rights. (a) All of the Company’s directly and indirectly owned its Subsidiaries’ real properties (collectively, and where material, the “Property”) and all of the Company’s and its Subsidiaries’ mineral interests and rights (including any material claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of law Law or otherwise) (collectively, and where material, the “Mineral Rights”), including in respect of the Yukon Properties, are set out in Schedule 4.13(a) of the Company Disclosure LetterStatement. Other than the Properties and the Mineral Rights set out in Schedule 4.13(a) of the Company Disclosure LetterStatement, neither the Company does not own nor its Subsidiaries, owns or have has any interest in any real property or any mineral interests and rights. (b) Except as disclosed on Schedule 4.13(b) The Company or a Subsidiary of the Company Disclosure Letter, the Company is the sole legal and beneficial owner of all right, title and interest in and to the Property and the Mineral Rights, free and clear of any encumbrancesEncumbrances. (c) All of the Mineral Rights have been properly located and recorded in compliance with applicable law Law and are comprised of valid and subsisting mineral claims. (d) The Property and the Mineral Rights are in good standing under applicable law Law and, to the knowledge of the Company, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (e) There is no adverse claim against or challenge to the title to or ownership of the Property or any of the Mineral Rights. (f) The Company or a Subsidiary of the Company has the exclusive right to deal with the Property and all of the Mineral Rights. (g) Except as disclosed in Schedule 4.13(g) of the Company Disclosure LetterStatement, no person other than the Company and its Subsidiaries has any interest in the Property or any of the Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest. (h) There Except as disclosed in Schedule 4.13(h) of the Company Disclosure Statement, there are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the Company’s or a Subsidiary of the Company’s interest in the Property or any of the Mineral Rights. (i) There are no material restrictions on the ability of the Company and its Subsidiaries to use, transfer or exploit the Property or any of the Mineral Rights, except pursuant to the applicable lawLaw. (j) The Neither the Company nor any of its Subsidiaries has not received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of the Company or a Subsidiary of the Company in any of the Property or any of the Mineral Rights. (k) The Company has and its Subsidiaries have all surface rights, including fee simple estates, leases, easements, rights of way and permits or licences operations from landowners or Governmental Entities permitting the use of land by the CompanyCompany and its Subsidiaries, and mineral interests that are required to exploit the development potential of the Property and the Mineral Rights as contemplated in the Company Public Documents filed (and available on SEDAR) on or before the date hereof and no third party or group holds any such rights that would be required by the Company to develop the Property or any of the Mineral Rights as contemplated in the Company Public Documents filed (and available on SEDAR) on or before the date hereof. (l) All mines located in or on the lands of the Company or any of its Subsidiaries, or lands pooled or unitized therewith, which have been abandoned by the CompanyCompany or any of its Subsidiaries, have been abandoned in accordance with good mining practices and in compliance with all applicable lawsLaws, and all future abandonment, remediation and reclamation obligations known to the Company as of the date hereof have been accurately set forth in the Company Public Documents without omission of information necessary to make the disclosure not misleading.

Appears in 1 contract

Samples: Support Agreement (Kinross Gold Corp)

Interest in Properties and Mineral Rights. (a) All of the Company’s directly and indirectly owned material real properties (collectively, and where material, the “Property”) and all of the Company’s material mineral interests and rights (including any material claims, mineral leases, concessions, exploration licenceslicenses, exploitation licences, licenses and prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of law or otherwise) (collectively, and where material, the “Mineral Rights”), are set out disclosed in Schedule 4.13(a) of the Company Disclosure LetterData Room. Other than the Properties Property and the Mineral Rights set out in Schedule 4.13(a) of the Company Disclosure LetterRights, the Company does not own or have any interest in any material real property or any material mineral interests and rights. (b) Except as disclosed on Schedule 4.13(b) of the Company Disclosure Letter, the The Company is the sole legal recorded holder or has rights to acquire pursuant to legally binding and beneficial owner of all rightenforceable contracts, title and interest in and to the Property and as applicable, the Mineral Rights, free and clear of any encumbrancesLiens except Permitted Liens. (c) All of the Mineral Rights have been properly located and recorded in compliance with applicable law Law and are comprised of valid and subsisting mineral claimsclaims and leases. (d) The Property and the Mineral Rights are in good standing in all material respects under applicable law and, to the knowledge of the Company, Law and all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (e) There is no material adverse claim against or or, to the knowledge of the Company, challenge to the title to or ownership of the Property or any of the Mineral Rights. (f) The Company has the exclusive right to deal with the Property and all of the Mineral Rights. (g) Except Other than as disclosed in Schedule 4.13(g) of the Company Disclosure Letter, no person Person other than the Company has any interest in the Property or any of the Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest. (h) There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the Company’s interest in the Property or any of the Mineral Rights. (i) There are no material restrictions on the ability of the Company to use, transfer or exploit the Property or any of the Mineral Rights, except pursuant to applicable Law and the applicable lawterms of the relevant Mineral Rights. (j) The Company has not received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of the Company in any of the Property or any of the Mineral Rights. (k) The Company has all surface rights, including fee simple estates, leases, easements, rights of way necessary right to conduct the exploration and permits or licences operations from landowners or Governmental Entities permitting development work on the use of land by the Company, and mineral interests that are required to exploit the development potential of the Property and claims apprised in the Mineral Rights as currently conducted or contemplated in the Company Public Documents filed on or before the date hereof and no third party or group holds any such rights that would be required by the Company to develop the Property or any of the Mineral Rights as contemplated in the Company Public Documents filed on or before the date hereofsuch mineral claims. (l) All mines located in or on the lands of the Company or lands pooled or unitized therewith, which have been abandoned by the Company, have been abandoned in accordance with good mining practices and in compliance with all applicable laws, and all future abandonment, remediation and reclamation obligations known to the Company as of the date hereof have been accurately set forth in the Company Public Documents without omission of information necessary to make the disclosure not misleading

Appears in 1 contract

Samples: Arrangement Agreement (Kirkland Lake Gold Ltd.)

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Interest in Properties and Mineral Rights. (a) All of the Company’s directly and indirectly owned real properties (collectively, and where material, the “Property”) and all of the Company’s mineral interests and rights (including any material claims, mineral leases, concessions, exploration licenceslicenses, exploitation licences, and/or mining licenses and prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of law or otherwise) (collectively, and where material, the “Company Mineral Rights”)) that are currently in effect and held by the Company or any of its Subsidiaries, are set out disclosed in Schedule 4.13(a) of the Company Disclosure LetterData Room. Other than the Properties and the Company Mineral Rights set out in Schedule 4.13(a) of the Company Disclosure LetterRights, the Company does not own or have any interest in any real property or any mineral interests and rights. The Company Mineral Rights grant the Company or one of its Subsidiaries the right to explore for, mine and extract in commercial quantities, minerals under the terms and conditions of the Purchaser Mineral Rights. (b) Except as disclosed on Schedule 4.13(b) The Company or one of its Subsidiaries is the recorded holder of the Company Disclosure Letter, the Company is the sole legal and beneficial owner of all right, title and interest in and to the Property and the Mineral Rights, free and clear of any encumbrancesLiens except Permitted Liens. (c) All of the Company Mineral Rights have been properly located and recorded in compliance with applicable law Law and are comprised of valid and subsisting claims, mineral claimsleases, concessions, exploration licenses, exploitation and/or mining licenses and prospecting permits. (d) The Property and the Company Mineral Rights are in good standing in all respects under applicable law andLaw and except as would not, individually or in the aggregate, be reasonably expected to the knowledge of result in a Material Adverse Effect with respect to the Company, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (e) There is no material adverse claim against or challenge to the title to or ownership of the Property or any of the Company Mineral Rights, subject to Law. (f) The Company has the exclusive right to deal with the Property and all of the Company Mineral Rights. (g) Except Other than as disclosed in Schedule 4.13(gSection 3.1(28)(g) of the Company Disclosure Letter, no person Person other than the Company has any interest in the Property or any of the Company Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest. (h) There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the Company’s interest in the Property or any of the Company Mineral RightsRights other than as disclosed in Section 3.1(28)(h) of the Company Disclosure Letter. (i) There are no material restrictions on the ability of the Company to use, transfer or exploit the Property or any of the Company Mineral Rights, except pursuant to Law and the applicable lawterms of the relevant Company Mineral Rights. (j) The Company has not received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of the Company in any of the Property or any of the Company Mineral Rights, nor has the Company received any notice, whether written or oral, from any such entity noting the Company Mineral Rights in arrears or default of any nature. (k) The Company has all necessary right (including surface access rights), including fee simple estatespermits, leases, easements, rights of way licences and permits or licences operations from landowners or Governmental Entities permitting approvals to conduct the use of land exploration and development work on the lands constituted by the Company, and mineral interests that are required to exploit the development potential of the Property and the Company Mineral Rights as currently conducted or contemplated in the Company Public Documents filed on or before the date hereof and no third party or group holds any such rights that would be required by the Company to develop the Property or any of the Mineral Rights as contemplated in the Company Public Documents filed on or before the date hereofover such areas. (l) All mines located in or on the lands of the Company or lands pooled or unitized therewith, which have been abandoned by the Company, have been abandoned in accordance with good mining practices and in compliance with all applicable laws, and all future abandonment, remediation and reclamation obligations known to the Company as of the date hereof have been accurately set forth in the Company Public Documents without omission of information necessary to make the disclosure not misleading

Appears in 1 contract

Samples: Arrangement Agreement (Nevsun Resources LTD)

Interest in Properties and Mineral Rights. (a) All of the Company’s directly and indirectly owned real properties (collectively, and where material, the “Property”) and all of the Company’s mineral interests and rights (including any material claims, mineral leases, concessions, exploration licenceslicenses, exploitation licences, and/or mining licenses and prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of law or otherwise) (collectively, and where material, the "Company Mineral Rights”)") that are currently in effect and held by the Company or any of its Subsidiaries, are set out disclosed in Schedule 4.13(a) of the Company Disclosure LetterData Room. Other than the Properties and the Company Mineral Rights set out in Schedule 4.13(a) of the Company Disclosure LetterRights, the Company does not own or have any interest in any real property or any mineral interests and rights. The Company Mineral Rights grant the Company or one of its Subsidiaries the right to explore for, mine and extract in commercial quantities, minerals under the terms and conditions of the Parent Mineral Rights. (b) Except as disclosed on Schedule 4.13(b) The Company or one of its Subsidiaries is the recorded holder of the Company Disclosure Letter, the Company is the sole legal and beneficial owner of all right, title and interest in and to the Property and the Mineral Rights, free and clear of any encumbrancesLiens except Permitted Liens. (c) All of the Company Mineral Rights have been properly located and recorded in compliance with applicable law Law and are comprised of valid and subsisting claims, mineral claimsleases, concessions, exploration licenses, exploitation and/or mining licenses and prospecting permits. (d) The Property and the Company Mineral Rights are in good standing in all respects under applicable law andLaw and except as would not, individually or in the aggregate, be reasonably expected to the knowledge of result in a Material Adverse Effect with respect to the Company, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (e) There is no material adverse claim against or challenge to the title to or ownership of the Property or any of the Company Mineral Rights, subject to Law. (f) The Company has the exclusive right to deal with the Property and all of the Company Mineral Rights. (g) Except Other than as disclosed in Schedule 4.13(gSection 3.1(32)(g) of the Company Disclosure Letter, no person Person other than the Company has any interest in the Property or any of the Company Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest. (h) There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the Company’s 's interest in the Property or any of the Company Mineral RightsRights other than as disclosed in Section 3.1(32)(h) of the Company Disclosure Letter. (i) There are no material restrictions on the ability of the Company to use, transfer or exploit the Property or any of the Company Mineral Rights, except pursuant to Law and the applicable lawterms of the relevant Company Mineral Rights. (j) The Company has not received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of the Company in any of the Property or any of the Company Mineral Rights, nor has the Company received any notice, whether written or oral, from any such entity noting the Company Mineral Rights in arrears or default of any nature. (k) The Company has all necessary right (including surface access rights), including fee simple estatespermits, leases, easements, rights of way licences and permits or licences operations from landowners or Governmental Entities permitting approvals to conduct the use of land exploration and development work on the lands constituted by the Company, and mineral interests that are required to exploit the development potential of the Property and the Company Mineral Rights as currently conducted or contemplated in the Company Public Documents filed on or before the date hereof and no third party or group holds any such rights that would be required by the Company to develop the Property or any of the Mineral Rights as contemplated in the Company Public Documents filed on or before the date hereofover such areas. (l) All mines located in or on the lands of the Company or lands pooled or unitized therewith, which have been abandoned by the Company, have been abandoned in accordance with good mining practices and in compliance with all applicable laws, and all future abandonment, remediation and reclamation obligations known to the Company as of the date hereof have been accurately set forth in the Company Public Documents without omission of information necessary to make the disclosure not misleading

Appears in 1 contract

Samples: Arrangement Agreement (Westwater Resources, Inc.)

Interest in Properties and Mineral Rights. (a) All of the Company’s directly and indirectly owned real properties (collectively, and where material, the “Property”) and all of the Company’s mineral interests and rights (including any material claims, mineral leases, concessions, exploration licenceslicenses, exploitation licences, and/or mining licenses and prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of law or otherwise) (collectively, and where material, the “Company Mineral Rights”)) that are currently in effect and held by the Company or any of its Subsidiaries, are set out disclosed in Schedule 4.13(a) of the Company Disclosure LetterData Room. Other than the Properties and the Company Mineral Rights set out in Schedule 4.13(a) of the Company Disclosure LetterRights, the Company does not own or have any interest in any real property or any mineral interests and rights. The Company Mineral Rights grant the Company or one of its Subsidiaries the right to explore for, mine and extract in commercial quantities, minerals under the terms and conditions of the Parent Mineral Rights. (b) Except as disclosed on Schedule 4.13(b) The Company or one of its Subsidiaries is the recorded holder of the Company Disclosure Letter, the Company is the sole legal and beneficial owner of all right, title and interest in and to the Property and the Mineral Rights, free and clear of any encumbrancesLiens except Permitted Liens. (c) All of the Company Mineral Rights have been properly located and recorded in compliance with applicable law Law and are comprised of valid and subsisting claims, mineral claimsleases, concessions, exploration licenses, exploitation and/or mining licenses and prospecting permits. (d) The Property and the Company Mineral Rights are in good standing in all respects under applicable law andLaw and except as would not, individually or in the aggregate, be reasonably expected to the knowledge of result in a Material Adverse Effect with respect to the Company, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (e) There is no material adverse claim against or challenge to the title to or ownership of the Property or any of the Company Mineral Rights, subject to Law. (f) The Company has the exclusive right to deal with the Property and all of the Company Mineral Rights. (g) Except Other than as disclosed in Schedule 4.13(gSection 3.1(32)(g) of the Company Disclosure Letter, no person Person other than the Company has any interest in the Property or any of the Company Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest. (h) There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the Company’s interest in the Property or any of the Company Mineral RightsRights other than as disclosed in Section 3.1(32)(h) of the Company Disclosure Letter. (i) There are no material restrictions on the ability of the Company to use, transfer or exploit the Property or any of the Company Mineral Rights, except pursuant to Law and the applicable lawterms of the relevant Company Mineral Rights. (j) The Company has not received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of the Company in any of the Property or any of the Company Mineral Rights, nor has the Company received any notice, whether written or oral, from any such entity noting the Company Mineral Rights in arrears or default of any nature. (k) The Company has all necessary right (including surface access rights), including fee simple estatespermits, leases, easements, rights of way licences and permits or licences operations from landowners or Governmental Entities permitting approvals to conduct the use of land exploration and development work on the lands constituted by the Company, and mineral interests that are required to exploit the development potential of the Property and the Company Mineral Rights as currently conducted or contemplated in the Company Public Documents filed on or before the date hereof and no third party or group holds any such rights that would be required by the Company to develop the Property or any of the Mineral Rights as contemplated in the Company Public Documents filed on or before the date hereofover such areas. (l) All mines located in or on the lands of the Company or lands pooled or unitized therewith, which have been abandoned by the Company, have been abandoned in accordance with good mining practices and in compliance with all applicable laws, and all future abandonment, remediation and reclamation obligations known to the Company as of the date hereof have been accurately set forth in the Company Public Documents without omission of information necessary to make the disclosure not misleading

Appears in 1 contract

Samples: Arrangement Agreement (Westwater Resources, Inc.)

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