Common use of Limited Representations and Warranties Clause in Contracts

Limited Representations and Warranties. (a) The Buyer acknowledges and agrees that except for the representations and warranties in Schedule G, no express or implied representations or warranties are or have been made relating to the Portfolio Assets or the Underlying Interests and all implied representations or warranties of any kind or nature whatsoever with respect to the Portfolio Assets or the Underlying Interests are expressly excluded to the maximum extent allowed by Legal Requirements. Except for representations made by the Sellers in Schedule G, the Buyer acknowledges that it is relying solely upon its own investigations with respect to, and that the Sellers do not make any representations or warranties with respect to, the following matters: (i) the value, merchantability or fitness for any purpose of the mineral or real property interests underlying the Portfolio Assets (the "Underlying Interests"); the existence or presence of any mineral substances, ore, the feasibility or profitability of any operation on or with respect to the Underlying Interests; the value of the Portfolio Assets; the right or ability of any operator of the Underlying Interests (an "Operator") to mine or produce minerals or ore from the Underlying Interests; the likelihood that minerals or ore can or will be removed from the Underlying Interests in commercially saleable quantities; the physical condition of the Underlying Interests; the existence of contaminants on the Underlying Interests; and any Environmental Liabilities associated with the Portfolio Assets or the Underlying Interests; (ii) the right or ability of any of the Operators to perform their obligations under the Royalty Instruments, Stream Instruments or Offtake Instruments, or the legal status or financial condition of any of the Operators; (iii) the title, if any, of any of the Operators to the Underlying Interests; the absence of third-party claims to or interests in the Underlying Interests; the status or good standing of the Underlying Interests; whether any or all of the Underlying Interests continue to exist; whether Taxes required to maintain the Underlying Interests in good standing have been paid; or whether any rights in respect of the Underlying Interests were validly obtained by conversion, extension or substitution of concessions; (iv) any engineering, geological or other interpretations or economic evaluations respecting the Underlying Interests; (v) the quality, condition (physical or otherwise) or serviceability of the Portfolio Assets or the suitability of their use for any purpose; (vi) the accuracy or completeness of any information, documentation or data provided to the Buyer pursuant to or in connection with the negotiation hereof, relating to the Portfolio Assets, the Underlying Interests or otherwise, including information, documentation or data provided to the Buyer by way of data rooms, electronic transfer of records or other computer records, file summaries or other interpretive records that were prepared by the Sellers or any of the Holding Entities for internal use; and (vii) any other matter whatsoever with respect to any Underlying Interests. Without restricting the generality of the foregoing, the Buyer acknowledges that it has made (and will, prior to Closing, continue to make) its own independent evaluation of the Portfolio Assets as part of its due diligence process, and that, subject to Schedule G, it has relied on that independent review for its assessment of the condition, quantum and value of the Portfolio Assets.

Limited Representations and Warranties. (a) The Buyer acknowledges Lender hereby represents and agrees that except for warrants to AMTL the representations and warranties in Schedule G, no express or implied representations or warranties are or have been made relating to the Portfolio Assets or the Underlying Interests and all implied representations or warranties of any kind or nature whatsoever with respect to the Portfolio Assets or the Underlying Interests are expressly excluded to the maximum extent allowed by Legal Requirements. Except for representations made by the Sellers in Schedule G, the Buyer acknowledges that it is relying solely upon its own investigations with respect to, and that the Sellers do not make any representations or warranties with respect to, the following mattersfollowing: (i) due incorporation and valid existence under the valuelaws of Switzerland, merchantability or fitness for any purpose of the mineral or real property interests underlying the Portfolio Assets (the "Underlying Interests"); the existence or presence of any mineral substances, ore, the feasibility or profitability of any operation on or with respect to the Underlying Interests; the value of the Portfolio Assets; the right or ability of any operator of the Underlying Interests (an "Operator") to mine or produce minerals or ore from the Underlying Interests; the likelihood that minerals or ore can or will be removed from the Underlying Interests in commercially saleable quantities; the physical condition of the Underlying Interests; the existence of contaminants on the Underlying Interests; and any Environmental Liabilities associated with the Portfolio Assets or power and authority to own its properties and conduct its business in the Underlying Interestsordinary course; (ii) the right or ability execution of any this Agreement and the consummation of the Operators to perform their obligations under transactions thereunder are duly authorized by the Royalty Instruments, Stream Instruments or Offtake Instruments, or the legal status or financial condition of any of the Operatorscompetent corporate bodies; (iii) the titleLender is (a) acquiring the Loan and (b) upon any Conversion will acquire Conversion Shares, if anyfor its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. The Lender is acquiring the Securities hereunder in the ordinary course of its business. The Lender does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Operators to the Underlying Interests; the absence of third-party claims to or interests in the Underlying Interests; the status or good standing of the Underlying Interests; whether any or all of the Underlying Interests continue to exist; whether Taxes required to maintain the Underlying Interests in good standing have been paid; or whether any rights in respect of the Underlying Interests were validly obtained by conversion, extension or substitution of concessions;Securities (iv) any engineering, geological or other interpretations or economic evaluations respecting the Underlying InterestsLender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act; (v) the quality, Lender has been given the opportunity to ask questions and receive answers concerning the terms and condition (physical or otherwise) or serviceability of the Portfolio Assets offering of and to obtain any additional information which AMTL possess or can acquire without unreasonable effort or expense that is necessary to verify the suitability accuracy of their use for any purposethe information provided to the Lender; (vi) the accuracy Lender understands that, except as provided in Section 8.5(e) hereof: (a) the Securities have not been and are not being registered under the Securities Act or completeness any United States state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Lender shall have delivered to AMTL an opinion of counsel, in a form reasonably satisfactory to AMTL, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Lender provides AMTL with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended, (or a successor rule thereto) (collectively, Rule 144); (b) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder; and (c) neither AMTL nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any information, documentation or data provided to the Buyer pursuant to or in connection with the negotiation hereof, relating to the Portfolio Assets, the Underlying Interests or otherwise, including information, documentation or data provided to the Buyer by way of data rooms, electronic transfer of records or other computer records, file summaries or other interpretive records that were prepared by the Sellers or any of the Holding Entities for internal useexemption thereunder; and (vii) the Lender acknowledges that trading in AMTL’s securities for its own account or on the behalf of others is forbidden in the time period between the Effective Date and the Disbursement Date (inclusive). (b) AMTL represents and warrants to the Lender the following: (i) due incorporation and valid existence under the laws of their respective place of incorporation, with the power and authority to own its properties and conduct its business in the ordinary course; (ii) the execution of this Agreement and the consummation of the transactions thereunder do not conflict with, violate or result in a breach of any other matter whatsoever with respect law, regulation or judgement applicable to AMTL, its articles of association and bye-laws, respectively, or any agreement or commitment to which AMTL is a party to or by which it is bound (iii) AMTL does not have any financial debt outstanding as of the Effective Date, and the Loan will constitute senior debt in right of payment to any Underlying Interests. Without restricting subsequent financial debt of AMTL; and (iv) the generality obligations of the foregoingAMTL according to this Agreement are valid, the Buyer acknowledges that it has made (binding and will, prior to Closing, continue to make) its own independent evaluation of the Portfolio Assets as part of its due diligence process, and thatenforceable against AMTL in accordance with their terms, subject only to Schedule Gbankruptcy, it has relied on that independent review for its assessment of the conditioninsolvency, quantum and value of the Portfolio Assetsreorganization, composition or similar laws affecting creditors' rights in general.

Limited Representations and Warranties. (a) The Buyer acknowledges Lender hereby represents and agrees that except for the representations and warranties in Schedule G, no express or implied representations or warranties are or have been made relating warrants to the Portfolio Assets or Borrower and AMHL the Underlying Interests and all implied representations or warranties of any kind or nature whatsoever with respect to the Portfolio Assets or the Underlying Interests are expressly excluded to the maximum extent allowed by Legal Requirements. Except for representations made by the Sellers in Schedule G, the Buyer acknowledges that it is relying solely upon its own investigations with respect to, and that the Sellers do not make any representations or warranties with respect to, the following mattersfollowing: (i) due incorporation and valid existence under the valuelaws of Switzerland, merchantability or fitness for any purpose of the mineral or real property interests underlying the Portfolio Assets (the "Underlying Interests"); the existence or presence of any mineral substances, ore, the feasibility or profitability of any operation on or with respect to the Underlying Interests; the value of the Portfolio Assets; the right or ability of any operator of the Underlying Interests (an "Operator") to mine or produce minerals or ore from the Underlying Interests; the likelihood that minerals or ore can or will be removed from the Underlying Interests in commercially saleable quantities; the physical condition of the Underlying Interests; the existence of contaminants on the Underlying Interests; and any Environmental Liabilities associated with the Portfolio Assets or power and authority to own its properties and conduct its business in the Underlying Interestsordinary course; (ii) the right or ability execution of any this Agreement and the consummation of the Operators to perform their obligations under transactions thereunder are duly authorized by the Royalty Instruments, Stream Instruments or Offtake Instruments, or the legal status or financial condition of any of the Operatorscompetent corporate bodies; (iii) the titleLender is (a) acquiring the Loan and (b) upon any Conversion will acquire Conversion Shares, if anyfor its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. The Lender is acquiring the Securities hereunder in the ordinary course of its business. The Lender does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Operators to the Underlying Interests; the absence of third-party claims to or interests in the Underlying Interests; the status or good standing of the Underlying Interests; whether any or all of the Underlying Interests continue to exist; whether Taxes required to maintain the Underlying Interests in good standing have been paid; or whether any rights in respect of the Underlying Interests were validly obtained by conversion, extension or substitution of concessions;Securities (iv) any engineering, geological or other interpretations or economic evaluations respecting the Underlying InterestsLender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act; (v) the quality, Lender has been given the opportunity to ask questions and receive answers concerning the terms and condition (physical or otherwise) or serviceability of the Portfolio Assets offering of and to obtain any additional information which Borrower and/or AMHL possess or can acquire without unreasonable effort or expense that is necessary to verify the suitability accuracy of their use for any purposethe information provided to the Lender; (vi) the accuracy Lender understands that, except as provided in Section 8.5(f) hereof: (a) the Securities have not been and are not being registered under the Securities Act or completeness any United States state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Lender shall have delivered to AMHL an opinion of counsel, in a form reasonably satisfactory to AMHL, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Lender provides AMHL with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended, (or a successor rule thereto) (collectively, Rule 144); (b) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder; and (c) neither AMHL nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any information, documentation or data provided to the Buyer pursuant to or in connection with the negotiation hereof, relating to the Portfolio Assets, the Underlying Interests or otherwise, including information, documentation or data provided to the Buyer by way of data rooms, electronic transfer of records or other computer records, file summaries or other interpretive records that were prepared by the Sellers or any of the Holding Entities for internal useexemption thereunder; and (viib) any other matter whatsoever Each of the Borrower and AMHL represents and warrants to the Lender, solely with respect to any Underlying Interests. Without restricting itself, the generality following: (i) due incorporation and valid existence under the laws of their respective place of incorporation, with the power and authority to own their properties and conduct their business in the ordinary course; (ii) the execution of this Agreement and the consummation of the foregoingtransactions thereunder do not conflict with, violate or result in a breach of any law, regulation or judgement applicable to the Buyer acknowledges that it has made Borrower or AMHL, their articles of association and bye-laws, respectively, or any agreement or commitment to which the Borrower or AMHL are a party to or by which they are bound; and (and will, prior to Closing, continue to makeiii) its own independent evaluation the obligations of the Portfolio Assets as part of its due diligence processBorrower and AMHL according to this Agreement are valid, binding and thatenforceable against the Borrower and AMHL in accordance with their terms, subject only to Schedule Gbankruptcy, it has relied on that independent review for its assessment of the conditioninsolvency, quantum and value of the Portfolio Assetsreorganization, composition or similar laws affecting creditors’ rights in general.

Limited Representations and Warranties. (a) The Buyer acknowledges Lender hereby represents and agrees that except for warrants to AMTL the representations and warranties in Schedule G, no express or implied representations or warranties are or have been made relating to the Portfolio Assets or the Underlying Interests and all implied representations or warranties of any kind or nature whatsoever with respect to the Portfolio Assets or the Underlying Interests are expressly excluded to the maximum extent allowed by Legal Requirements. Except for representations made by the Sellers in Schedule G, the Buyer acknowledges that it is relying solely upon its own investigations with respect to, and that the Sellers do not make any representations or warranties with respect to, the following mattersfollowing: (i) Its due incorporation and valid existence under the value, merchantability or fitness for any purpose laws of the mineral or real property interests underlying the Portfolio Assets (the "Underlying Interests"); the existence or presence of any mineral substancesCayman Islands, ore, the feasibility or profitability of any operation on or with respect to the Underlying Interests; the value of the Portfolio Assets; the right or ability of any operator of the Underlying Interests (an "Operator") to mine or produce minerals or ore from the Underlying Interests; the likelihood that minerals or ore can or will be removed from the Underlying Interests in commercially saleable quantities; the physical condition of the Underlying Interests; the existence of contaminants on the Underlying Interests; and any Environmental Liabilities associated with the Portfolio Assets or power and authority to own its properties and conduct its business in the Underlying Interestsordinary course; (ii) the right or ability execution of any this Agreement and the consummation of the Operators to perform their obligations under transactions thereunder are duly authorized by the Royalty Instruments, Stream Instruments or Offtake Instruments, or the legal status or financial condition of any of the Operatorscompetent corporate bodies; (iii) the titleLender is (a) acquiring the Loan and (b) upon any Conversion, if anypayment of Repayment Shares or Warrant Exercise will acquire Common Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. The Lender is acquiring the Securities hereunder in the ordinary course of its business. The Lender does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Operators to the Underlying Interests; the absence of third-party claims to or interests in the Underlying Interests; the status or good standing of the Underlying Interests; whether any or all of the Underlying Interests continue to exist; whether Taxes required to maintain the Underlying Interests in good standing have been paid; or whether any rights in respect of the Underlying Interests were validly obtained by conversion, extension or substitution of concessions;Securities (iv) any engineering, geological or other interpretations or economic evaluations respecting the Underlying InterestsLender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act; (v) the quality, Lender has been given the opportunity to ask questions and receive answers concerning the terms and condition (physical or otherwise) or serviceability of the Portfolio Assets offering of and to obtain any additional information which AMTL possess or can acquire without unreasonable effort or expense that is necessary to verify the suitability accuracy of their use for any purposethe information provided to the Lender; (vi) the accuracy Lender understands that, except as provided in Sections 8.4(e) and 9(b) hereof: (a) the Securities have not been and are not being registered under the Securities Act or completeness any United States state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Lender shall have delivered to AMTL an opinion of counsel, in a form reasonably satisfactory to AMTL, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Lender provides AMTL with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended, (or a successor rule thereto) (collectively, Rule 144); (b) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder; and (c) neither AMTL nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any information, documentation or data provided to the Buyer pursuant to or in connection with the negotiation hereof, relating to the Portfolio Assets, the Underlying Interests or otherwise, including information, documentation or data provided to the Buyer by way of data rooms, electronic transfer of records or other computer records, file summaries or other interpretive records that were prepared by the Sellers or any of the Holding Entities for internal useexemption thereunder; and (vii) the Lender represents and warrants to AMTL that Lender, or any other matter whatsoever of its agents, representatives or affiliates has not engaged in or effected and will not engage in or effect, in any manner whatsoever, directly or indirectly, any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Shares in the time period commencing thirty (30) days preceding the Effective Date and ending with respect the Maturity Date or the repayment of the last outstanding principial amount of the Loan, whichever comes later. (b) AMTL represents and warrants to the Lender the following: (i) Its due incorporation and valid existence under the laws of their respective place of incorporation, with the power and authority to own its properties and conduct its business in the ordinary course; (ii) the execution of this Agreement and the consummation of the transactions thereunder do not conflict with, violate or result in a breach of any law, regulation or judgement applicable to AMTL, its articles of association and bye-laws, respectively, or any agreement or commitment to which AMTL is a party to or by which it is bound; (iii) the Loan is subordinated to three loans in the total amount of CHF 950,000 maturing on May 31, 2023, and will constitute senior debt in right of payment to any Underlying Interests. Without restricting subsequent financial debt of AMTL; and (iv) the generality obligations of the foregoingAMTL according to this Agreement are valid, the Buyer acknowledges that it has made (binding and will, prior to Closing, continue to make) its own independent evaluation of the Portfolio Assets as part of its due diligence process, and thatenforceable against AMTL in accordance with their terms, subject only to Schedule Gbankruptcy, it has relied on that independent review for its assessment of the conditioninsolvency, quantum and value of the Portfolio Assetsreorganization, composition or similar laws affecting creditors’ rights in general.