Common use of Material Assets Clause in Contracts

Material Assets. The Company and each of its subsidiaries is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material assets free of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than as disclosed in the Offering Documents and no other assets or property rights are necessary for the conduct of the business of the Company or the subsidiaries, as the case may be, and there are no restrictions on the ability of the Company or its subsidiaries, as applicable, to use, transfer or otherwise exploit such assets or property rights, and the Company does not know of any claim or basis for a claim, except as disclosed to the Underwriters in writing, that might or could adversely affect its or the subsidiaries rights, as applicable, to use, transfer or otherwise exploit such assets or property rights and none of the Company or the subsidiaries has any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any Person with respect to the assets or property rights thereof, except as disclosed in the Offering Documents. Any and all agreements pursuant to which the Company or any subsidiary holds its material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Company, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situate, and all leases, licences, concessions, and claims pursuant to which the Company or its subsidiaries derives its interests (whether legal or beneficial) in such material assets are in good standing and there has been no material default under any such leases, licences, concessions, and claims and all taxes required to be paid with respect to such assets to the date hereof have been paid.

Material Assets. The Company and each of its subsidiaries is the absolute legal and beneficial owner ofCorporation directly or indirectly, and has good and full marketable title right to, all and interest in and profits derived from the assets of its material assets the Corporation and the Corporation Subsidiaries reflected in the Corporation’s Information Record and the most recent draft of the Prospectus, free and clear of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than Liens (except as otherwise adequately disclosed in the Offering Documents Corporation’s Information Record and no other assets or property rights are necessary for the conduct most recent draft of the business Prospectus). The interests of the Company or Corporation and the subsidiariesCorporation Subsidiaries, as the case may be, Gibellini Project Lessors and there are no restrictions on the ability of the Company or its subsidiariesCOMIBOL, as applicable, to use, transfer or otherwise exploit such assets or property rights, in the Gibellini Mineral Rights and in the Company does not know of any claim or basis for a claim, except Pulacayo Paca Mineral Rights are as disclosed described in the Corporation Information Record (subject to the Underwriters in writing, that might or could adversely affect its or the subsidiaries rights, qualifications as applicable, to use, transfer or otherwise exploit such assets or property rights and none of the Company or the subsidiaries has any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any Person with respect to the assets or property rights thereof, except as disclosed be provided in the Offering Documentsrelevant Title Opinion). Any and all agreements Contracts pursuant to which the Company Corporation or any subsidiary Corporation Subsidiary holds its material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) (including in respect of a Project, subject to the qualifications to be provided in the relevant Title Opinion) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the CompanyCorporation, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations Laws of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Company or its subsidiaries derives its Corporation and the Corporation Subsidiaries, the Gibellini Project Lessors and COMIBOL derive their interests (whether legal or beneficial) in such material assets are in good standing (subject to the qualifications to be provided in the applicable Title Opinion) and there has been no material default under any such leases, licences, concessions, and mineral rights or claims and all taxes required to be paid with respect to such assets to the date hereof have been paid.

Material Assets. The Company only assets of the Corporation and each of its subsidiaries is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material assets free of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever Corporation’s Subsidiary (other than as disclosed the Corporation’s ownership of the Corporation’s Subsidiary) are their rights under the Project Option Agreements. Neither the Corporation nor the Corporation’s Subsidiary owns any real property. The interests of the Corporation and the Corporation’s Subsidiary in the Offering Documents and no other assets or property rights Mining Claims are necessary for the conduct of the business of the Company or the subsidiaries, as the case may be, and there are no restrictions on the ability of the Company or its subsidiaries, as applicable, to use, transfer or otherwise exploit such assets or property rights, and the Company does not know of any claim or basis for a claim, except as disclosed to the Underwriters in writing, that might or could adversely affect its or the subsidiaries rights, as applicable, to use, transfer or otherwise exploit such assets or property rights and none of the Company or the subsidiaries has any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any Person with respect to the assets or property rights thereof, except as disclosed will be set forth in the Offering DocumentsTitle Opinion. Any and all agreements Contracts pursuant to which the Company Corporation or any subsidiary the Corporation’s Subsidiary holds its material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) (including in respect of the Chilean Projects, subject to the qualifications to be provided in the Title Opinion) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the CompanyCorporation, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations Law of the jurisdictions in which they are situate, and all leases, licences, concessions, and claims pursuant to in which the Company or its subsidiaries derives its interests Corporation and the Corporation’s Subsidiary have an economic interest (whether legal or beneficial) in such material assets are in good standing (subject to the qualifications to be provided in the Title Opinion) and there has been no material default under any such leases, licences, concessions, and claims and all taxes required to be paid with respect to such assets to the date hereof have been paidpaid (other than has been disclosed to the Agent, none of which (taken together or in solo) could reasonable be expected to have a Material Adverse Effect).

Material Assets. The Company and each of its subsidiaries is Corporation is, directly or indirectly, the absolute legal and beneficial owner of, and has good and marketable right, title to, all of its and interest in and to the material assets of the Corporation and the Corporation Subsidiaries. Neither the Corporation nor the Corporation Subsidiaries owns any real property. The interests of the Corporation and the Corporation Subsidiaries are as reflected in the Corporation’s Information Record, free and clear of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than Liens (except as otherwise disclosed in the Offering Documents and no other assets Corporation’s Information Record). The Corporation’s direct or property rights are necessary for indirect ownership interests in the conduct Mining Claims of the business of the Company or the subsidiaries, Iberian Belt West Project are as the case may be, and there are no restrictions on the ability of the Company or its subsidiaries, as applicable, to use, transfer or otherwise exploit such assets or property rights, and the Company does not know of any claim or basis for a claim, except as disclosed to the Underwriters in writing, that might or could adversely affect its or the subsidiaries rights, as applicable, to use, transfer or otherwise exploit such assets or property rights and none of the Company or the subsidiaries has any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any Person with respect to the assets or property rights thereof, except as disclosed will be set forth in the Offering DocumentsIberian Belt West Title Opinion. Any and all agreements Contracts pursuant to which the Company Corporation or any subsidiary Corporation Subsidiary holds its material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) (including in respect of the Iberian Belt West Project, subject to the qualifications to be provided in the Iberian Belt West Title Opinion) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective termsterms (subject to Enforceability Qualifications), and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the CompanyCorporation, after making due enquiries, is not aware of any disputes with respect thereto (other than as disclosed in the Corporation’s Information Record) and such assets are in good standing under the applicable statutes and regulations Laws of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Company or its subsidiaries derives its interests Corporation and the Corporation Subsidiaries have an economic interest (whether legal or beneficial) in such material assets are in good standing (subject to the qualifications to be provided in the Iberian Belt West Title Opinion) and there has been no material default under any such leases, licences, concessions, and claims and all taxes required to be paid with respect to such assets to the date hereof have been paid.

Material Assets. The Company and each As at the date of its subsidiaries this Agreement, Southwind is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material assets relating to the Property, free of all mortgages, Liensliens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than as disclosed in the Offering Documents Permitted Royalties and no other material assets or property rights are necessary for the conduct of the business of Southwind as it is conducted at the Company or the subsidiariesdate of this Agreement and, as the case may be, and there are no material restrictions on the ability of the Company or its subsidiaries, as applicable, Southwind to use, transfer or otherwise exploit such assets or property rightsrights subject to and in accordance with the rights to property under the agreements referred to in Schedule “A”, and the Company (except for Permitted Royalties) Southwind does not know of any claim or basis for a claim, except as disclosed to the Underwriters in writing, claim that might or could adversely affect its or the subsidiaries rights, as applicable, rights to use, transfer or otherwise exploit such assets or property rights and none of the Company or the subsidiaries Southwind has any no responsibility or obligation to pay any commission, royalty, licencelicense, fee or similar payment to any Person person with respect to the assets or property rights thereof. To the knowledge of Southwind, except as disclosed in the Offering Documents. Any any and all agreements pursuant to which the Company or any subsidiary Southwind holds its material assets relating to the Property or is entitled to the use of or to acquire ownership of such material assets (whether directly or indirectly) are valid and subsisting agreements in full force and effect, enforceable in accordance with each of their respective terms, and there is currently no material default of any of the provisions of any such agreements by any party thereto nor has any such default been alleged, and the CompanySouthwind, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situate, and all leases, licenceslicenses, concessions, and claims pursuant to which the Company or its subsidiaries Southwind derives its interests (whether legal or beneficial) in such material assets are in good standing and there has been no material default under any such leases, licenceslicenses, concessions, and claims and all taxes material Taxes required to be paid with respect to such assets to the date hereof have been paid.;

Material Assets. The Company and each of its subsidiaries Corporation is the absolute legal and beneficial owner of, and has good and marketable right, title to, all of its and interest in and to the material assets of the Corporation reflected in the Corporation’s Information Record as currently being owned by the Corporation, free and clear of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than Liens (except as otherwise disclosed in the Offering Documents Corporation’s Information Record). The Corporation is the legal and no other assets or property rights are necessary for the conduct of the business of the Company or the subsidiaries, as the case may bebeneficial owner of, and there are no restrictions on has good and marketable right, title and interest in and to the ability of the Company or its subsidiaries, as applicable, to use, transfer or otherwise exploit such assets or property rightsSaskatchewan Projects, and the Company does not know of any claim or basis for a claim, except as disclosed to the Underwriters in writing, that might or could adversely affect its or the subsidiaries rights, as applicable, to use, transfer or otherwise exploit such assets or property rights and none of the Company or the subsidiaries has any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any Person with respect to the assets or property rights thereof, except as disclosed Corporation’s ownership interest in the Offering DocumentsMining Claims is as will be set forth in the Title Opinion. Any and all agreements Contracts pursuant to which the Company or any subsidiary Corporation holds its material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) (including in respect of the Saskatchewan Projects, subject to the qualifications to be provided in the Title Opinion) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective termsterms (subject to the Enforceability Qualifications), and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Company, after making due enquiries, Corporation is not aware of any disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations Laws of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Company or its subsidiaries Corporation derives its interests (whether legal or beneficial) in such material assets (and, to the Corporation’s knowledge, all leases, licenses, concessions, and claims pursuant to which the Corporation derives its interests (whether legal or beneficial) in the Saskatchewan Projects) are in good standing (subject to the qualifications to be provided in the Title Opinion) and there has been no material default under any such leases, licences, concessions, and claims of the Corporation and all taxes required to be paid by the Corporation with respect to such assets to the date hereof have been paid.