Common use of Material Assets Clause in Contracts

Material Assets. As at the date of 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, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than the 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 date of this Agreement and, there are no material restrictions on the ability of Southwind to use, transfer or otherwise exploit such assets or property rights subject to and in accordance with the rights to property under the agreements referred to in Schedule “A”, and (except for Permitted Royalties) Southwind does not know of any claim or basis for a claim that might or could adversely affect its rights to use, transfer or otherwise exploit such assets or property rights and Southwind has no responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the assets or property rights thereof. To the knowledge of Southwind, any and all agreements pursuant to which 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 provisions of any such agreements by any party thereto nor has any such default been alleged, and Southwind, 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, licenses, concessions, and claims pursuant to which 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, licenses, concessions, and claims and all material Taxes required to be paid with respect to such assets to the date hereof have been paid;

Material Assets. As at Each of the date of this Agreement, Southwind Company and the Material Subsidiary 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, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than as disclosed in the Permitted Royalties Public Record and no other material assets or property rights are necessary for the conduct of the business of Southwind the Company or the Material Subsidiary, as it is conducted at the date of this Agreement andcase may be, and there are no material restrictions on the ability of Southwind the Company or the Material Subsidiary, as applicable, to use, transfer or otherwise exploit such assets or property rights subject to and in accordance with the rights to property under the agreements referred to in Schedule “A”rights, and (except for Permitted Royalties) Southwind the Company does not know of any claim or basis for a claim that might or could adversely affect its rights or the Material Subsidiary rights, as applicable, to use, transfer or otherwise exploit such assets or property rights and Southwind none of the Company or the Material Subsidiary has no any responsibility or obligation to pay any material commission, royalty, licenselicence, fee or similar payment to any person with respect to the assets or property rights thereof, except as disclosed in the Public Record. To the knowledge of Southwind, any Any and all agreements pursuant to which Southwind the Company or the Material Subsidiary 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 Southwindthe 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, licenseslicences, concessions, and claims pursuant to which Southwind the Company or the Material Subsidiary 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, licenseslicences, concessions, and claims and all material Taxes taxes required to be paid with respect to such assets to the date hereof have been paid;. Underwriting Agreement

Material Assets. As at the date of this Agreement, Southwind The 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 relating of the Corporation reflected in the Corporation’s Information Record as currently being owned by the Corporation, free and clear of all Liens (except as otherwise disclosed in the Corporation’s Information Record). The Corporation is the legal and beneficial owner of, and has good and marketable right, title and interest in and to the Property, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than the 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 date of this Agreement and, there are no material restrictions on the ability of Southwind to use, transfer or otherwise exploit such assets or property rights subject to and in accordance with the rights to property under the agreements referred to in Schedule “A”Saskatchewan Projects, and (except for Permitted Royalties) Southwind does not know of any claim or basis for a claim that might or could adversely affect its rights to use, transfer or otherwise exploit such assets or property rights and Southwind has no responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the assets or property rights thereofCorporation’s ownership interest in the Mining Claims is as will be set forth in the Title Opinion. To the knowledge of Southwind, any Any and all agreements Contracts pursuant to which Southwind the Corporation 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) (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 each of their respective termsterms (subject to the Enforceability Qualifications), 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 Southwind, after making due enquiries, the 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, licenseslicences, concessions, mineral rights and claims pursuant to which Southwind the 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, licenseslicences, concessions, and claims of the Corporation and all material Taxes taxes required to be paid by the Corporation with respect to such assets to the date hereof have been paid;.

Material Assets. As at Each of the date of this Agreement, Southwind Company and/or the Subsidiaries is the absolute legal and beneficial owner of, and has good and marketable title to, all of its material assets relating to as described in the PropertyPublic Record or the Due Diligence Materials, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever Liens other than as disclosed in the Permitted Royalties Public Record or the Due Diligence Materials and no other material assets or property rights are necessary for the conduct of the business of Southwind the Company and/or the Subsidiaries as it is conducted at the date of this Agreement and, currently carried on and there are no material restrictions on the ability of Southwind the Company and/or the Subsidiaries to use, access or transfer or otherwise exploit such assets or property rights subject to and in accordance with the rights to property under the agreements referred to in Schedule “A”assets, and (except for Permitted Royalties) Southwind the Company does not know of any claim or basis for a claim that might or could adversely affect its rights to use, access or transfer or otherwise exploit such assets and, other than as described in the Public Record or property rights the Due Diligence Materials, the Company and Southwind has the Subsidiaries have no responsibility or obligation to pay any commission, royalty, licenselicence, fee or similar payment to any person with respect to the assets or property rights thereof. To the knowledge of Southwind, any Any and all agreements pursuant to which Southwind holds its the Company and/or the Subsidiaries hold their material assets relating to the Property or is are 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 Southwind, after making due enquiries, the Company 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. Other than as described in the Public Record or the Due Diligence Materials, and all leases, licenses, concessions, and claims pursuant to which Southwind derives its interests (whether legal or beneficial) in such none of the material assets are in good standing and there has been no material default under any such leases, licenses, concessions, and claims and all material Taxes required to be paid of the Company or the Subsidiaries (including with respect to such assets any interest in or right to the date hereof have been paid;earn an interest in any material assets) are subject to any right of first refusal or purchase or acquisition right.

Material Assets. As at The Corporation is, directly or indirectly, the date of this Agreement, Southwind 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 relating to of the PropertyCorporation 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 Liens (except as otherwise disclosed in the Corporation’s Information Record). The Corporation’s direct or demands whatsoever other than indirect ownership interests in the Permitted Royalties and no other material assets or property rights are necessary for the conduct Mining Claims of the business of Southwind Iberian Belt West Project are as it is conducted at will be set forth in the date of this Agreement and, there are no material restrictions on the ability of Southwind to use, transfer or otherwise exploit such assets or property rights subject to and in accordance with the rights to property under the agreements referred to in Schedule “A”, and (except for Permitted Royalties) Southwind does not know of any claim or basis for a claim that might or could adversely affect its rights to use, transfer or otherwise exploit such assets or property rights and Southwind has no responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the assets or property rights thereofIberian Belt West Title Opinion. To the knowledge of Southwind, any Any and all agreements Contracts pursuant to which Southwind the Corporation or any Corporation Subsidiary 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) (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 each of their respective termsterms (subject to Enforceability Qualifications), 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 Southwindthe Corporation, 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, licenseslicences, concessions, mineral rights and claims pursuant to which Southwind derives its interests the 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, licenseslicences, concessions, and claims and all material Taxes taxes required to be paid with respect to such assets to the date hereof have been paid;.

Material Assets. As at the date The Company and each of this Agreement, Southwind its subsidiaries 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 Permitted Royalties Offering Documents and no other material assets or property rights are necessary for the conduct of the business of Southwind the Company or the subsidiaries, as it is conducted at the date of this Agreement andcase may be, and there are no material restrictions on the ability of Southwind the Company or its subsidiaries, as applicable, to use, transfer or otherwise exploit such assets or property rights subject to and in accordance with the rights to property under the agreements referred to in Schedule “A”rights, and (except for Permitted Royalties) Southwind the Company does not know of any claim or basis for a claim claim, except as disclosed to the Underwriters in writing, that might or could adversely affect its rights or the subsidiaries rights, as applicable, to use, transfer or otherwise exploit such assets or property rights and Southwind none of the Company or the subsidiaries has no any responsibility or obligation to pay any commission, royalty, licenselicence, fee or similar payment to any person Person with respect to the assets or property rights thereof, except as disclosed in the Offering Documents. To the knowledge of Southwind, any Any and all agreements pursuant to which Southwind the Company or any subsidiary 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 Southwindthe 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, licenseslicences, concessions, and claims pursuant to which Southwind 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, licenseslicences, concessions, and claims and all material Taxes taxes required to be paid with respect to such assets to the date hereof have been paid;.

Material Assets. As at the date of this AgreementThe Corporation directly or indirectly, Southwind is the absolute legal and beneficial owner of, and has good and full marketable title right to, and interest in and profits derived from the assets of 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 Liens (except as otherwise adequately disclosed in the Corporation’s Information Record and the most recent draft of its material assets relating the Prospectus). The interests of the Corporation and the Corporation Subsidiaries, the Gibellini Project Lessors and COMIBOL, as applicable, in the Gibellini Mineral Rights and in the Pulacayo Paca Mineral Rights are as described in the Corporation Information Record (subject to the Property, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than qualifications as to be provided in the 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 date of this Agreement and, there are no material restrictions on the ability of Southwind to use, transfer or otherwise exploit such assets or property rights subject to and in accordance with the rights to property under the agreements referred to in Schedule “A”, and (except for Permitted Royalties) Southwind does not know of any claim or basis for a claim that might or could adversely affect its rights to use, transfer or otherwise exploit such assets or property rights and Southwind has no responsibility or obligation to pay any commission, royalty, license, fee or similar payment to any person with respect to the assets or property rights thereofrelevant Title Opinion). To the knowledge of Southwind, any Any and all agreements Contracts pursuant to which Southwind the Corporation or any Corporation Subsidiary 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) (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 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 Southwindthe Corporation, 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, licenseslicences, concessions, mineral rights and claims pursuant to which Southwind derives its the 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, licenseslicences, concessions, and mineral rights or claims and all material Taxes taxes required to be paid with respect to such assets to the date hereof have been paid;.