Common use of Material Assets Clause in Contracts

Material Assets. The Corporation is, directly or indirectly, the legal and beneficial owner of, and has good and marketable right, title 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 Liens (except as otherwise disclosed in the Corporation’s Information Record). The Corporation’s direct or indirect ownership interests in the Mining Claims of the Iberian Belt West Project are as will be set forth in the Iberian Belt West Title Opinion. Any and all Contracts pursuant to which the Corporation or any Corporation Subsidiary holds 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 terms (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 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 Laws of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which 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, 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 Corporation is, directly or indirectly, Company and each of its subsidiaries is the absolute legal and beneficial owner of, and has good and marketable righttitle to, title and interest in and to the all of its 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 Liens (except mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than as otherwise disclosed in the Corporation’s Information Record). The Corporation’s direct Offering Documents and no other assets or indirect ownership interests 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 Mining Claims of the Iberian Belt West Project are as will be set forth in the Iberian Belt West Title OpinionOffering Documents. Any and all Contracts agreements pursuant to which the Corporation Company or any Corporation Subsidiary 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 terms (subject to Enforceability Qualifications)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 CorporationCompany, 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 Laws statutes and regulations of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Corporation and the Corporation Subsidiaries have an economic interest Company or its subsidiaries derives its interests (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 Corporation is, directly or indirectly, is the legal and beneficial owner of, and has good and marketable right, title 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 RecordRecord 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 Saskatchewan Projects, and the Corporation’s direct or indirect ownership interests interest in the Mining Claims of the Iberian Belt West Project are is as will be set forth in the Iberian Belt West Title Opinion. Any and all Contracts pursuant to which the Corporation or any Corporation Subsidiary holds 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 ProjectSaskatchewan Projects, 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 terms (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 Corporation, after making due enquiries, Corporation 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 Laws of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Corporation and the Corporation Subsidiaries have an economic interest 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 Iberian Belt West 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.

Material Assets. The Corporation is, directly or indirectly, Each of the Company and/or the Subsidiaries is the absolute legal and beneficial owner of, and has good and marketable righttitle to, title and interest in and to the all of its 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 described in the Corporation’s Information RecordPublic Record or the Due Diligence Materials, free and clear of all Liens (except other than as otherwise disclosed in the Corporation’s Information Record). The Corporation’s direct Public Record or indirect ownership interests the Due Diligence Materials and no other assets are necessary for the conduct of the business of the Company and/or the Subsidiaries as currently carried on and there are no restrictions on the ability of the Company and/or the Subsidiaries to use, access or transfer such assets, and 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 such assets and, other than as described in the Mining Claims of Public Record or the Iberian Belt West Project are as will be set forth in Due Diligence Materials, the Iberian Belt West Title OpinionCompany and the Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the assets thereof. Any and all Contracts agreements pursuant to which the Corporation or any Corporation Subsidiary holds Company and/or the Subsidiaries hold their material assets or is are entitled to the use of or to 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 terms (subject to Enforceability Qualifications)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 Corporation, after making due enquiries, Company 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 Laws 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, licences, concessions, mineral rights and claims pursuant to which none of the Corporation and the Corporation Subsidiaries have an economic interest (whether legal or beneficial) in such material assets are in good standing of the Company or the Subsidiaries (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 including with respect to such assets any interest in or right to the date hereof have been paidearn an interest in any material assets) are subject to any right of first refusal or purchase or acquisition right.

Material Assets. The Corporation isAs at the date of this Agreement, directly or indirectly, Southwind is the absolute legal and beneficial owner of, and has good and marketable righttitle to, title and interest in and 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 Corporation 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 Corporation Subsidiaries. Neither rights to property under the Corporation nor the Corporation Subsidiaries owns any real property. The interests of the Corporation agreements referred to in Schedule “A”, and the Corporation Subsidiaries are as reflected in the Corporation’s Information Record, free and clear of all Liens (except as 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 disclosed in 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 Corporation’s Information Record)assets or property rights thereof. The Corporation’s direct or indirect ownership interests in To the Mining Claims knowledge of the Iberian Belt West Project are as will be set forth in the Iberian Belt West Title Opinion. Any Southwind, any and all Contracts agreements pursuant to which the Corporation or any Corporation 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) (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 terms (subject to Enforceability Qualifications)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 CorporationSouthwind, 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 Laws statutes and regulations of the jurisdictions in which they are situate, and all leases, licenceslicenses, concessions, mineral rights and claims pursuant to which the Corporation and the Corporation Subsidiaries have an economic interest Southwind derives its interests (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, 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 Corporation is, directly or indirectly, Each of the Company and the Material Subsidiary is the absolute legal and beneficial owner of, and has good and marketable righttitle to, title and interest in and to the all of its 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 Liens (except mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than as otherwise disclosed in the Corporation’s Information Record). The Corporation’s direct Public Record and no other assets or indirect ownership interests property rights are necessary for the conduct of the business of the Company or the Material Subsidiary, as the case may be, and there are no restrictions on the ability of the Company or the Material Subsidiary, 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 that might or could adversely affect its or the Material Subsidiary rights, as applicable, to use, transfer or otherwise exploit such assets or property rights and none of the Company or the Material Subsidiary has any responsibility or obligation to pay any material commission, royalty, licence, fee or similar payment to any person with respect to the assets or property rights thereof, except as disclosed in the Mining Claims of the Iberian Belt West Project are as will be set forth in the Iberian Belt West Title OpinionPublic Record. Any and all Contracts agreements pursuant to which the Corporation Company or any Corporation the Material 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 terms (subject to Enforceability Qualifications)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 CorporationCompany, 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 Laws statutes and regulations of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Corporation and Company or the Corporation Subsidiaries have an economic interest Material Subsidiary derives its interests (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.. Underwriting Agreement

Material Assets. The Corporation is, directly or indirectly, the legal and beneficial owner of, and has good and full marketable rightright to, title and interest in and to profits derived from 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 RecordRecord and the most recent draft of the Prospectus, free and clear of all Liens (except as otherwise adequately disclosed in the Corporation’s Information RecordRecord and the most recent draft of the Prospectus). The Corporation’s direct or indirect ownership interests of the Corporation and the Corporation Subsidiaries, the Gibellini Project Lessors and COMIBOL, as applicable, in the Mining Claims of Gibellini Mineral Rights and in the Iberian Belt West Project Pulacayo Paca Mineral Rights are as will be set forth described in the Iberian Belt West Corporation Information Record (subject to the qualifications as to be provided in the relevant Title Opinion). Any and all Contracts pursuant to which the Corporation or any Corporation Subsidiary holds 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 a Project, subject to the qualifications to be provided in the Iberian Belt West relevant Title Opinion) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms (subject to Enforceability Qualifications)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 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 Laws of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Corporation and the Corporation Subsidiaries have an economic interest 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 Iberian Belt West 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.