Material Terms of the Agreement Sample Clauses

Material Terms of the Agreement. The material terms of the Definitive Agreement for the Acquisition of the Rare Earth Rights comprising the Xxxxxxxx Project are as follows: Togni S/A – Materiais Refratários (and various subsidiaries and affiliates) and Etgran Mineração, Importação E Exportação De Produtos Ltda (collectively Togni) grant Meteoric the exclusive right to explore, develop and mine the Rare Earth Minerals (REE) on the 30 Licences (21 Mining Licences and 9 Mining Licence Applications) that comprise the Xxxxxxxx Project. Any Licences within a 10km radius of the outer boundary of the Xxxxxxxx Project acquired by either Meteoric or Togni shall also be subject to the terms of the Agreement. In consideration of the grant of the exclusive right, Meteoric shall pay Togni: • USD$5m on or before 10 April 2023 (Completion), USD$5m on or before 2 April 2024, USD$5m on or before 2 April 2025 and USD$5m on or before 2 April 2026, which amounts are deemed to be advance payments for (and therefore offset against) the Royalty; and • Upon production commencing, and subject to the advanced payments referred to above, a 4.75% Royalty based on the REO value, and benchmarked against the FOB-China pricing published in the Metal-Pages service provided by the Argus Metals publication (Royalty). In the first four years of production, Meteoric shall pay the Royalty based on a monthly minimum of 210 tons per month (being one quarter of the envisioned production subject to studies) even if production is less than this amount. From the fifth year onward Meteoric shall pay the Royalty on a monthly minimum of 420 tons per month (being half of the envisioned production subject to studies) even if production is less than this amount. Meteoric shall expend a minimum of USD$5m on the Xxxxxxxx Project in the first two years, and USD$2.5m in subsequent years. Initial expenditure shall be focused on driving Resource growth towards Reserves as fast as possible, Metallurgical Testwork, Development Studies and Plant Design. Any annual expenditure exceeding the minimum amount shall carry over to the following years. Togni shall do all things necessary to assist Meteoric in perfecting its title to the REE. Eight of the thirty Licences are held by a third party, with Xxxxx holding, amongst other things, the rights to the REE on these eight Licences. Meteoric acknowledges that it may be required from time to time to adjust or revise its proposed exploration, development and production programs to avoid interference with t...
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Material Terms of the Agreement 

Related to Material Terms of the Agreement

  • OTHER TERMS OF THE AGREEMENT Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with their respective terms.

  • Terms of the Agreement Each Party shall treat the terms of this Agreement as the Confidential Information of other Party, subject to the exceptions set forth in Section 7.2. Notwithstanding the foregoing, each Party acknowledges that the other Party may be obligated to file a copy of this Agreement with the SEC, either as of the Effective Date or at some point during the Term. Each Party shall be entitled to make such a required filing, provided that it requests confidential treatment of certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to it. In the event of any such filing, the filing Party shall provide the other Party with a copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and shall reasonably consider and incorporate the other Party’s comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. The other Party shall promptly provide any such comments.

  • of the Agreement Section 11(c)(i) of the Agreement is hereby amended and restated to read in its entirety as follows:

  • Modification of the Agreement Notwithstanding any of the provisions of this Agreement, the parties may agree to amend this Agreement. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. No oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto.

  • Assignment of the Agreement This Agreement and the rights hereunder may be assigned by FirstLink to any majority-owned subsidiary of FirstLink or to an affiliate or party acquiring all or substantially all of the assets of FirstLink upon prior written consent of Owner. Such consent shall not be unreasonably withheld. Alternatively, the Agreement may be assigned by FirstLink to any FirstLink subsidiary so long as FirstLink agrees in writing that it shall remain liable for all obligations arising under this Agreement. FirstLink may also assign this Agreement to any party providing financing to FirstLink; provided that such assignment shall not relieve FirstLink from its obligations hereunder. In connection with a sale or disposition of the Properties, Owner shall request FirstLink's written consent to assign this Agreement and shall require any subsequent owner of the Properties to assume this Agreement and the rights and obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties to this Agreement.

  • PARTIES TO THE AGREEMENT ‌ The parties to the Agreement (hereinafter "Party" or "Parties") are: 1. PDL International Pte Ltd NEPTUNE PACIFIC DIRECT LINE PTE. LTD. ("PDL NPDL") 000 Xxxxx Xxxxxx, #03-00,PIL Building 8 Xxxxxx Road, #03-01 Singapore Xxxxxx Xxxx, Xxxxxxxxx, 000000 228095 2. Pacific Forum Line (Group) Limited ("PFLG") X.X. Xxx 000, 0xx Xxxxx Xxxxxx Xxxxx Lini Highway Port Vila Vanuatu

  • LIFE OF THE AGREEMENT 8.1 Unless otherwise terminated by operation of law or by acts of the parties in accordance with the terms of this Agreement, this Agreement will be in force from the effective date recited on page one and will remain in effect for the life of the last-to-expire patent licensed under this Agreement, or until the last patent application licensed under this Agreement is abandoned. 8.2 Any termination of this Agreement will not affect the rights and obligations set forth in the following Articles:

  • Entirety of the Agreement The terms and conditions of this Agreement and any of the attachments expressly incorporated by reference in this Agreement embody the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change or modification of the terms of the Agreement shall be valid unless made in a writing signed by both parties hereto and approved by the District’s governing body, the elected School Board, or its designee pursuant to official board policy. Contractor acknowledges, that pursuant to the doctrine of sovereign immunity, any purported oral modification to this Agreement is unenforceable.

  • Copies of the Agreement The Employer and the Union desire all parties to be familiar with the provisions of this Agreement and the rights and obligations under it. For this reason, the parties shall share equally the cost of printing and distribute sufficient copies of this Agreement to all parties.

  • Termination of the Agreement In the event of failure by the participant to perform any of the obligations arising from the agreement, and regardless of the consequences provided for under the applicable law, the institution is legally entitled to terminate or cancel the agreement without any further legal formality where no action is taken by the participant within one month of receiving notification by registered letter. If the participant terminates the agreement before its agreement ends or if he/she fails to follow the agreement in accordance with the rules, he/she shall have to refund the amount of the grant already paid, except if agreed differently with the sending organisation. In case of termination by the participant due to "force majeure", i.e. an unforeseeable exceptional situation or event beyond the participant's control and not attributable to error or negligence on his/her part, the participant shall be entitled to receive at least the amount of the grant corresponding to the actual duration of the mobility period. Any remaining funds shall have to be refunded, except if agreed differently with the sending organisation.

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