Mining and Environmental Matters. (i) Following completion of the Transaction, the Marathon Properties will be the only material property of the Corporation; (ii) the Corporation is, and following completion of the Transaction, to the knowledge of the Corporation, will be, in material compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, and decisions rendered by any ministry, department or administrative or agency, domestic or foreign (the “Mining and Environmental Laws”) relating the protection of the environment, occupational health and safety, current or proposed mining, exploration or development activities, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (“Hazardous Substances”); (iii) the Corporation has, and following completion of the Transaction, to the knowledge of the Corporation, will have, directly or indirectly, obtained the rights to use, all material licenses, permits, approvals, consents, certificates, registrations and other authorizations under all applicable legislation including Mining and Environmental Laws (the “Permits”) necessary as at the date hereof or thereof for the operation of its businesses carried on or proposed to be commenced by the Corporation as described in the public disclosure record of the Corporation, and each Permit is or will be at the time of such commencement be valid, subsisting and in good standing and the Corporation is not, and following completion of the Transaction, to the knowledge of the Corporation will not be, in material default or breach of any permit and, to the knowledge of the Corporation, no proceeding is pending or threatened to revoke or limit any Permit; (iv) the Corporation has not used, and following completion of the Transaction, to the knowledge of the Corporation, will not use, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance, except in material compliance with all Mining and Environmental Laws and Permits; (v) the Corporation has not received, and, to the knowledge of the Corporation, Sibanye has not received in respect of the Marathon Properties, any notice of, or been prosecuted for an offence alleging, material non-compliance with any Mining and Environmental Law, nor is the Corporation aware of any such notice which has been given to a prior occupant of the Marathon Properties and to the knowledge of the Corporation, Sibanye has not settled any allegation of material non-compliance short of prosecution in respect of such properties. To the knowledge of the Corporation, there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation, nor has the Corporation received notice of any of the same. To the knowledge of the Corporation, there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to Marathon Properties, nor, to the knowledge of the Corporation, has Sibanye received notice of any of the same; (vi) the Corporation has not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Mining and Environmental Laws and the Corporation has not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites. To the knowledge of the Corporation, Sibanye has not received any notice with respect to Marathon Properties wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Mining and Environmental Laws and to the knowledge of the Corporation, Sibanye has not received any request with respect to the Marathon Properties for information in connection with any federal, state, municipal or local inquiries as to disposal sites; (vii) following the completion of the Transaction, to the knowledge of the Corporation, the Corporation will own, control or have legal rights to, through mining tenements of various types and descriptions, and by ownership of real property, such rights, titles, leases and interests as are necessary or appropriate to authorize and enable the Corporation to access the Marathon Properties and carry on the material mineral exploration and development as currently being undertaken or proposed to be undertaken (collectively, the “Mining Rights”) and will not be in default of such Mining Rights, except for any default which would not have a Material Adverse Effect; (viii) to the knowledge of the Corporation, all assessments or other work required to be performed in relation to the Mining Rights in order to maintain its interest therein, if any, have been performed to date and, to the knowledge of the Corporation, Sibanye has complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to contractual obligations to third parties in this regard except for any non-compliance which would not have a Material Adverse Effect and, to the knowledge of the Corporation, all such Mining Rights are in good standing in all material respects as of the date of this Agreement; (ix) to the knowledge of the Corporation, Sibanye holds a 100% interest in each of the Marathon Properties, and following completion of the Transaction, the Corporation will hold the Marathon Properties Interest, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than security interests, all in accordance with the terms and conditions of the Binding Letter of Intent, to be incorporated into the definitive agreement with respect to the final form and structure of the Transaction. The Corporation knows of no claim or basis for any claim, including a claim with respect to native rights, that might or could adversely affect the right thereof to access, use, transfer or otherwise exploit the Mining Rights. To the knowledge of the Corporation, Sibanye has, and following completion of the Transaction, the Corporation will have, no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the Mining Rights thereof; (x) any and all of the agreements and other documents and instruments pursuant to which the Corporation is to acquire the interest of Sibanye in and to the Marathon Mineral Rights, and assets (including any interest in, or right to earn an interest in, the Marathon Mineral Rights), are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof. The Corporation is not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and, to the knowledge of the Corporation, there has been no material default under any lease, license or claim pursuant to which Sibanye derives an interest in the Marathon Mineral Rights or assets and all taxes required to be paid with respect to the Marathon Mineral Rights and assets to the date hereof have been paid or will be paid on closing of the Transaction. To the knowledge of the Corporation, the interests of Sibanye in the Marathon Mineral Rights are not subject to any right of first refusal or purchase or acquisition rights; (xi) in respect of the Corporation’s current properties, and, to the knowledge of the Corporation, in respect of the Marathon Properties, there are no ongoing environmental audits, evaluations, assessments, studies or tests relating to Sibanye except for ongoing evaluations, assessments, studies or tests conducted by or on behalf of Sibanye in the ordinary course; and (xii) the Corporation is, and, following the closing of the Transaction, the Corporation will remain, in material compliance with the provisions of NI 43-101 and, if applicable, will file all technical reports required thereby;
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement
Mining and Environmental Matters. (ia) Following completion To the best of the TransactionCompany's knowledge, information and belief, after due inquiry, the Marathon Properties will be the only material property of the Corporation;
(ii) the Corporation is, Company has been and following completion of the Transaction, to the knowledge of the Corporation, will be, is in material compliance with all all, and has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any, applicable federal, provincial, statemunicipal, municipal state and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (collectively, the “Mining "Environmental and Environmental Health Laws”) "), relating to the protection of the environment, occupational health and safety, current safety or proposed mining, exploration or development activitiesthe processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (“collectively, the " Hazardous Substances”"), except where such non-compliance or prosecution would not have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company, taken as a whole;
(iiib) to the Corporation has, and following completion best of the TransactionCompany's knowledge, to information and belief, after due inquiry, the knowledge of the Corporation, will have, directly or indirectly, Company has obtained the rights to use, all material licenseslicences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable legislation including Mining the Environmental and Environmental Health Laws (the “"Required Permits”") necessary as at the date hereof or thereof required for the operation of its businesses carried on or proposed to be commenced by the Corporation as described in the public disclosure record of the Corporation, business and each Required Permit is or will be at the time of such commencement be valid, subsisting and in good standing and the Corporation is not, and following completion holders of the Transaction, Required Permits are not in material default or breach thereof and no proceeding is pending or to the knowledge of the Corporation will not be, in material default or breach of any permit and, to the knowledge of the Corporation, no proceeding is pending or Company threatened to revoke or limit any PermitRequired Permit except where such breach or default would not have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company, taken as a whole;
(ivc) to the Corporation best of the Company's knowledge, information and belief, after due inquiry, the Company has not used, except in compliance with all Environmental and following completion of the Transaction, Health Laws or except to the knowledge of extent that the Corporationconsequences would not be materially adverse to the Company, will not usetaken as a whole, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance, except in material compliance with all Mining and Environmental Laws and Permits;
(vd) the Corporation has not received, and, to the knowledge of the Corporation, Sibanye Company has not received in respect of the Marathon Properties, any notice of, or been prosecuted for an offence alleging, material non-compliance with any Mining Environmental and Environmental LawHealth Laws, nor is and the Corporation aware of any such notice which has been given to a prior occupant of the Marathon Properties and to the knowledge of the Corporation, Sibanye Company has not settled any allegation of material non-compliance short of prosecution in respect except where such non-compliance would not have a material adverse effect on the assets or properties, business, results of such properties. To the knowledge operations, prospects or condition (financial or otherwise) of the CorporationCompany, there taken as a whole. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation, Company nor has the Corporation received notice of any of the same. To the knowledge of the Corporation, there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to Marathon Properties, nor, to the knowledge of the Corporation, has Sibanye Company received notice of any of the same;
(vie) except as ordinarily or customarily required by applicable permits, the Corporation Company has not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Mining Environmental and Environmental Health Laws and except where such action would not have a material adverse effect on the Corporation assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company, taken as a whole. The Company has not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites. To sites except where such inquiries would not have a material adverse effect on the knowledge assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the CorporationCompany, Sibanye has not received any notice with respect to Marathon Properties wherein it is alleged or stated that it is potentially responsible for taken as a federal, provincial, state, municipal or local clean-up site or corrective action under any Mining and Environmental Laws and to the knowledge of the Corporation, Sibanye has not received any request with respect to the Marathon Properties for information in connection with any federal, state, municipal or local inquiries as to disposal siteswhole;
(viif) following the completion of the TransactionCompany, to the knowledge of the Corporationtaken as a whole, the Corporation will own, control controls or have has legal rights to, through mining tenements of various types and descriptions, and by ownership all of real property, such the rights, titles, leases titles and interests as are materially necessary or appropriate to authorize and enable the Corporation it to access the Marathon Properties and carry on the material mineral exploration and development and/or mining activities as currently being undertaken or proposed and has obtained or, upon performance of all conditions precedent will be able to obtain such rights, titles and interests as may be undertaken (collectivelyrequired to implement its plans on properties which are material to the Company, the “Mining Rights”) taken as a whole, and will is not be in material default of such Mining Rightsrights, except for any default which would not have a Material Adverse Effecttitles and interests;
(viiig) to the knowledge best of the CorporationCompany's knowledge, information and belief, after due inquiry, all assessments or other work required to be performed in relation to the Mining Rights material mining claims and the mining rights of the Company in order to maintain its the Company's interest therein, if any, have been performed to date and, to and the knowledge of the Corporation, Sibanye Company has complied in all material respects with all applicable governmental laws, regulations and policies in this regard connection as well as with regard to legal, contractual obligations to third parties in this regard connection except in respect of mining claims and mining rights that the Company intends to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect andmaterial adverse effect on the Company, to the knowledge of the Corporation, all on a consolidated basis. All such Mining Rights mining claims and mining rights are in good standing in all material respects as of the date of this Agreementagreement;
(ixh) to the knowledge best of the CorporationCompany's knowledge, Sibanye holds a 100% interest in each of the Marathon Propertiesinformation and belief, and following completion of the Transactionafter due inquiry, the Corporation will hold the Marathon Properties Interest, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than security interests, all in accordance with the terms and conditions of the Binding Letter of Intent, to be incorporated into the definitive agreement with respect to the final form and structure of the Transaction. The Corporation knows of there are no claim or basis for any claim, including a claim with respect to native rights, that might or could adversely affect the right thereof to access, use, transfer or otherwise exploit the Mining Rights. To the knowledge of the Corporation, Sibanye has, and following completion of the Transaction, the Corporation will have, no responsibility or obligation to pay any commission, royalty, licence fee expropriations or similar payment proceedings or any material challenges to title or ownership, actual or threatened, of which the Company has received notice against the mining claims and the mining rights or any person with respect to the Mining Rights part thereof;
(xi) any and all to the best of the agreements Company's knowledge, information and other documents and instruments pursuant to which belief, after due inquiry, all mining operations on the Corporation is to acquire properties of the interest of Sibanye Company have been conducted in and to the Marathon Mineral Rights, and assets (including any interest in, or right to earn an interest in, the Marathon Mineral Rights), are valid and subsisting agreements, documents or instruments in full force and effect, enforceable all respects in accordance with the terms thereof. The Corporation is not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and, to the knowledge of the Corporation, there has been no material default under any lease, license or claim pursuant to which Sibanye derives an interest in the Marathon Mineral Rights or assets good mining and engineering practices and all taxes required to be paid with respect to the Marathon Mineral Rights applicable workers' compensation and assets to the date hereof health and safety and workplace laws, regulations and policies have been paid or will be paid duly complied with except where the failure to so conduct operations would not have a material adverse effect on closing of the Transaction. To the knowledge of the CorporationCompany, the interests of Sibanye in the Marathon Mineral Rights are not subject to any right of first refusal or purchase or acquisition rightson a consolidated basis;
(xij) in respect to the best of the Corporation’s current propertiesCompany's knowledge, andinformation and belief, to the knowledge of the Corporation, in respect of the Marathon Propertiesafter due inquiry, there are no ongoing environmental audits, evaluations, assessments, studies or tests relating to Sibanye the Company except for ongoing evaluations, assessments, studies or tests assessments conducted by or on behalf of Sibanye the Company in the ordinary course; and
(xiik) to the Corporation is, and, following the closing best of the TransactionCompany's knowledge, information and belief, after due inquiry, each of the Corporation will remainrepresentations and warranties in this Section 4.1.2 is also true in respect of each of the Company's joint venture, co-owner or similar partners in material compliance with respect of any properties in which the provisions of NI 43-101 andCompany has a direct or indirect ownership, if applicable, will file all technical reports required thereby;royalty or other interest.5.
Appears in 1 contract
Samples: Agency Agreement (Aurizon Mines LTD)
Mining and Environmental Matters. (i) Following completion of the Transaction, the Marathon Properties will be the only material property of the Corporation;
(iia) the Corporation is, Company and following completion of the Transaction, to the knowledge of the Corporation, will be, Material Subsidiaries are in material compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “Mining and Environmental Laws”) relating to the protection of the environment, occupational health and safety, current or proposed mining, exploration or development activities, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (“Hazardous Substances”);
(iiib) other than as described in the Corporation hasFinal Prospectus, the Company and following completion the Material Subsidiaries have, collectively, obtained, or will obtain on closing of the Transaction, to the knowledge of the Corporation, will have, directly or indirectly, obtained Acquisition the rights to use, all material licenses, permits, approvals, consents, certificates, registrations and other authorizations under all applicable legislation including Mining and Environmental Laws (the “Permits”) necessary as at the date hereof or thereof for the operation of its the businesses carried on or proposed to be commenced by the Corporation Company and the Material Subsidiaries as described in the public disclosure record of the Corporation, Final Prospectus and each Permit is or will be at the time of such commencement be valid, subsisting and in good standing and neither the Corporation is not, and following completion Company nor any of the Transaction, to the knowledge of the Corporation will not be, Material Subsidiaries is in material default or breach of any permit Permit and, to the best of the knowledge of the CorporationCompany, no proceeding is pending or threatened to revoke or limit any Permit;
(ivc) neither the Corporation has not Company nor the Material Subsidiaries have used, except in material compliance with all Mining and following completion of the Transaction, to the knowledge of the Corporation, will not useEnvironmental Laws and Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance, except in material compliance with all Mining and Environmental Laws and Permits;
(vd) neither the Corporation Company nor any Material Subsidiary has not received, and, to the knowledge of the Corporation, Sibanye has not received in respect of the Marathon Properties, any notice of, or been prosecuted for an offence alleging, material non-compliance with any Mining and Environmental Law, nor is the Corporation Company aware of any such notice which has been given to a prior occupant of the Marathon Properties and San Dimas Mines or the Ventanas Property which remains applicable to the knowledge of Company and neither the Corporation, Sibanye has not Company nor any Material Subsidiary have settled any allegation of material non-compliance short of prosecution in respect of such propertiesthe San Dimas Mines or the Ventanas Property. To the knowledge of the Corporation, there There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the CorporationCompany or the Material Subsidiaries, nor has the Corporation received notice of Company or any of the same. To the knowledge of the Corporation, there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to Marathon Properties, nor, to the knowledge of the Corporation, has Sibanye Material Subsidiaries received notice of any of the same;
(vie) neither the Corporation has not Company nor the Material Subsidiaries have received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Mining and Environmental Laws and neither the Corporation has not Company nor the Material Subsidiaries have received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites. To the knowledge of the Corporation, Sibanye has not received any notice with respect to Marathon Properties wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Mining and Environmental Laws and to the knowledge of the Corporation, Sibanye has not received any request with respect to the Marathon Properties for information in connection with any federal, state, municipal or local inquiries as to disposal sites;
(viif) following on the completion closing of the Transaction, to the knowledge of the CorporationAcquisition, the Corporation Company and the Material Subsidiaries, on a consolidated basis, will own, control or have legal rights to, through mining tenements of various types and descriptions, agreements with local Ejidos and by ownership of real property, such rights, titles, leases and interests as are materially necessary or appropriate to authorize and enable the Corporation it to access the Marathon Properties San Dimas Mines and the Ventanas Property and carry on the material mining activities and mineral exploration and development as currently being undertaken or proposed to be undertaken (as described in the Final Prospectus) (collectively, the “Mining Rights”) and will not be in default of such Mining Rights, except for any default which would not either individually or in the aggregate have a material adverse effect on the Company and the Material Adverse EffectSubsidiaries, on a consolidated basis;
(viiig) to the knowledge of the Corporation, all assessments or other work required to be performed in relation to the Mining Rights in order to maintain its interest therein, if any, have been performed to date and, to and the knowledge of Company and the Corporation, Sibanye has Material Subsidiaries have complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to contractual obligations to third parties in this regard except for any non-compliance which would not either individually or in the aggregate have a material adverse effect on the Company and the Material Adverse Effect Subsidiaries, on a consolidated basis and, to except as disclosed in the knowledge of the CorporationFinal Prospectus, all such Mining Rights are in good standing in all material respects as of the date of this Agreement;
(ixh) to on the knowledge closing of the CorporationAcquisition, Sibanye holds a 100% interest in each of the Marathon PropertiesCompany or the Material Subsidiaries will be the absolute legal and beneficial owner of, and following completion of the Transactionhave good and marketable title to, the Corporation will hold San Dimas Mines and the Marathon Properties InterestVentanas Property, the Mining Rights and other assets thereof free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than security interestswhatsoever, all except as set out in accordance with the terms Final Prospectus and conditions in respect of the Binding Letter of Intent, to be incorporated into the definitive agreement with respect to the final form and structure of the Transactionequipment leases. The Corporation knows Company and the Material Subsidiaries know of no claim or basis for any claim, including a claim with respect to native rights, that might or could adversely affect the right thereof to access, use, transfer or otherwise exploit the Mining Rights. To the knowledge of the Corporation, Sibanye has, and following completion of the Transaction, the Corporation will have, Company and the Material Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the Mining Rights thereof;
(xi) any and all of the agreements and other documents and instruments pursuant to which the Corporation is Company and the Material Subsidiaries are to acquire the interest of Sibanye in San Dimas Mines and to the Marathon Mineral Rights, Ventanas Property and assets (including any interest in, or right to earn an interest in, the Marathon Mineral RightsSan Dimas Mines and the Ventanas Property), are will be valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof. The Corporation is , the Company and the Material Subsidiaries are not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and, to the knowledge of the Corporation, and there has been no material default under any lease, license or claim pursuant to which Sibanye derives the Company or the Material Subsidiaries derive an interest in the Marathon Mineral Rights San Dimas Mines and the Ventanas Property or assets and all taxes required to be paid with respect to the Marathon Mineral Rights San Dimas Mines and the Ventanas Property and assets to the date hereof have been paid or will be paid on closing of the TransactionAcquisition. To the knowledge The interests of the Corporation, Company or the interests of Sibanye Material Subsidiaries in the Marathon Mineral Rights San Dimas Mines and the Ventanas Property are not subject to any right of first refusal or purchase or acquisition rights;
(xij) in respect of the Corporation’s current properties, and, to San Dimas Mines and the knowledge of the Corporation, in respect of the Marathon PropertiesVentanas Property, there are no ongoing environmental audits, evaluations, assessments, studies or tests relating to Sibanye the Company or the Material Subsidiaries except for ongoing evaluations, assessments, studies or tests conducted by or on behalf of Sibanye the Company in the ordinary course; and
(xiik) the Corporation is, and, following the closing of the Transaction, the Corporation will remain, Company is in material compliance with the provisions of NI National Instrument 43-101 and– Standards of Disclosure for Mineral Projects, if applicable, will file and has filed all technical reports required thereby;.
Appears in 1 contract
Mining and Environmental Matters. (i) Following completion of the Transaction, the Marathon Properties will be the only material property of the Corporation;
(iia) the Corporation is, Company and following completion of the Transaction, to the knowledge of the Corporation, will be, Material Subsidiaries are in material compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (the “Mining and Environmental Laws”) foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety, current safety or proposed mining, exploration or development activitiesthe processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (the “Hazardous SubstancesEnvironmental Laws”);
(iiib) the Corporation has, Company and following completion of the Transaction, to the knowledge of the Corporation, will Material Subsidiaries have, directly or indirectlycollectively, obtained the rights to use, all material licenseslicences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable legislation including Mining and Environmental Laws (the “Environmental Permits”) necessary as at the date hereof or thereof for the operation of its the businesses carried on or proposed to be commenced by the Corporation as described in Company and the public disclosure record of the CorporationMaterial Subsidiaries, and each Environmental Permit is or will be at the time of such commencement be valid, subsisting and in good standing and neither the Corporation is not, and following completion Company nor any of the Transaction, to the knowledge of the Corporation will not be, Material Subsidiaries is in material default or breach of any permit Environmental Permit and, to the best of the knowledge of the CorporationCompany, no proceeding is pending or threatened to revoke or limit any Environmental Permit;
(ivc) neither the Corporation Company nor any of the Material Subsidiaries has not used, except in material compliance with all Environmental Laws and following completion of the Transaction, to the knowledge of the Corporation, will not useEnvironmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance, except in material compliance with all Mining and Environmental Laws and Permits;
(vd) neither the Corporation has not receivedCompany nor any of the Material Subsidiaries nor, andif applicable, to the knowledge of the Corporation, Sibanye has not received in respect of the Marathon PropertiesCompany, any predecessor company, has received any notice of, of or been prosecuted for an offence alleging, material alleging non-compliance with any Mining laws, ordinances, regulations and orders, including Environmental LawLaws, and neither the Company nor is the Corporation aware of any such notice which has been given to a prior occupant of the Marathon Properties and Material Subsidiaries nor, if applicable, to the knowledge of the CorporationCompany, Sibanye any predecessor company has not settled any allegation of material non-compliance short of prosecution in respect of such propertiesprosecution. To the knowledge of the Corporation, there There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the CorporationCompany or any of its Material Subsidiaries, nor has the Corporation received notice of Company or any of the same. To the knowledge of the Corporation, there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to Marathon Properties, nor, to the knowledge of the Corporation, has Sibanye its Material Subsidiaries received notice of any of the same;
(vie) there have been no past unresolved, and there are no pending or threatened claims, complaints, notices or requests for information received by the Corporation Company with respect to any alleged material violation of any law, statue, order, regulation, ordinance or decree; and to the best of the Company’s knowledge, information and belief, no conditions exist at, on or under any property now or previously owned, operated or leased by the Company which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statue, order, regulation, ordinance or decree that, individually or in the aggregate, has not or may reasonably be expected to have any adverse effect with respect to the Company and the Material Subsidiaries, taken as a whole;
(f) except as ordinarily or customarily required by applicable permit, neither the Company nor any of the Material Subsidiaries has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Mining and Environmental Laws and Laws. Neither the Corporation Company nor any of the Material Subsidiaries has not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites. To the knowledge of the Corporation, Sibanye has not received any notice with respect to Marathon Properties wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Mining and Environmental Laws and to the knowledge of the Corporation, Sibanye has not received any request with respect to the Marathon Properties for information in connection with any federal, state, municipal or local inquiries as to disposal sites;
(viig) following the completion Company and its Material Subsidiaries are the absolute legal and beneficial owners of, and have good and marketable title to, all of the Transaction, to material property or assets thereof as described in the knowledge of the Corporation, the Corporation will own, control or have legal rights to, through mining tenements of various types and descriptions, and by ownership of real property, such rights, titles, leases and interests as are necessary or appropriate to authorize and enable the Corporation to access the Marathon Properties and carry on the material mineral exploration and development as currently being undertaken or proposed to be undertaken (collectively, the “Mining Rights”) and will not be in default of such Mining Rights, except for any default which would not have a Material Adverse Effect;
(viii) to the knowledge of the Corporation, all assessments or other work required to be performed in relation to the Mining Rights in order to maintain its interest therein, if any, have been performed to date and, to the knowledge of the Corporation, Sibanye has complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to contractual obligations to third parties in this regard except for any non-compliance which would not have a Material Adverse Effect and, to the knowledge of the Corporation, all such Mining Rights are in good standing in all material respects as of the date of this Agreement;
(ix) to the knowledge of the Corporation, Sibanye holds a 100% interest in each of the Marathon Properties, and following completion of the Transaction, the Corporation will hold the Marathon Properties InterestCompany’s Information Record, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever whatsoever, other than security intereststhose described in the Company’s Information Record, all in accordance with and no other property rights are necessary for the terms and conditions conduct of the Binding Letter business of Intent, the Company and its Material Subsidiaries (taken as a whole) as currently conducted or contemplated to be incorporated into conducted; the definitive agreement with respect to the final form and structure of the Transaction. The Corporation Company knows of no claim or basis for any claim, including a claim with respect to native rights, that might or could adversely affect the right thereof of the Company and its Material Subsidiaries to access, use, transfer or otherwise exploit such property rights; and, except as disclosed in the Mining Rights. To the knowledge of the Corporation, Sibanye has, and following completion of the TransactionCompany’s Information Record, the Corporation will have, Company and its Material Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the Mining Rights property rights thereof;
(xh) the Company and its Material Subsidiaries hold either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located in respect of the ore bodies and minerals located in properties in which the Company and its Material Subsidiaries have an interest as described in the Company’s Information Record under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and its Material Subsidiaries to explore the minerals relating thereto; all such property, leases or claims and all property, leases or claims in which the Company or its Material Subsidiaries have any interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; the Company or its Material Subsidiaries have all necessary surface rights, access rights and other necessary rights and interest relating to the properties in which the Company or its Material Subsidiaries have an interest as described in the Company’s Information Record granting the Company or its Material Subsidiaries the right and ability to explore for minerals for development purposes as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the use made by the Company or its Material Subsidiaries of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above are currently in good standing in the name of the Company or its Material Subsidiaries;
(i) any and all of the agreements and other documents and instruments pursuant to which the Corporation is to acquire the interest of Sibanye in Company and to the Marathon Mineral Rights, its Material Subsidiaries hold their property and assets (including any interest in, or right to earn an interest in, the Marathon Mineral Rights), any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof. The Corporation is , the Company and its Material Subsidiaries are not in default of any of the material provisions of any such agreements, documents or instruments instruments, nor has any such default been alleged, and, to the knowledge . None of the Corporationproperties (or any interest in, there has been no material default under any lease, license or claim pursuant right to which Sibanye derives earn an interest in the Marathon Mineral Rights or assets and all taxes required to be paid with respect to the Marathon Mineral Rights and assets to the date hereof have been paid or will be paid on closing in, any property) of the Transaction. To the knowledge of the Corporation, the interests of Sibanye in the Marathon Mineral Rights Company and its Material Subsidiaries are not subject to any right of first refusal or purchase or acquisition rightsrights which are not disclosed in the Company’s Information Record;
(xij) in there are no claims with respect of the Corporation’s current properties, andto native rights currently or, to the best knowledge of the CorporationCompany, in pending or threatened with respect to any of the Marathon Propertiesmaterial properties of the Company or the Material Subsidiaries
(k) all mining operations on the properties of the Company and the Material Subsidiaries have been conducted in all respects in accordance with good mining and engineering practices and all applicable material workers' compensation and health and safety and workplace laws, regulations and policies have been complied with;
(l) except as disclosed in the Company’s Information Record, there are no ongoing environmental audits, evaluations, assessments, studies or tests relating to Sibanye the Company or any of the Material Subsidiaries except for ongoing evaluations, assessments, studies or tests assessments conducted by or on behalf of Sibanye the Company in the ordinary course; and
(xiim) the Corporation is, and, following the closing of the Transaction, the Corporation will remain, Company is in material compliance with the provisions of NI National Instrument 43-101 and101–Standards of Disclosure for Mineral Projects, if applicable, will file and has filed all required technical reports required thereby;.
Appears in 1 contract
Mining and Environmental Matters. (ia) Following completion To the best of the TransactionCompany's knowledge, information and belief, after due inquiry, the Marathon Properties will be the only material property of the Corporation;
(ii) the Corporation is, Company has been and following completion of the Transaction, to the knowledge of the Corporation, will be, is in material compliance with all all, and has not received any notice of, or been prosecuted for an offence alleging, non-compliance with any, applicable federal, provincial, statemunicipal, municipal state and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign (collectively, the “Mining "Environmental and Environmental Health Laws”) "), relating to the protection of the environment, occupational health and safety, current safety or proposed mining, exploration or development activitiesthe processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (“collectively, the "Hazardous Substances”"), except where such non-compliance or prosecution would not have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company, taken as a whole;
(iiib) to the Corporation has, and following completion best of the TransactionCompany's knowledge, to information and belief, after due inquiry, the knowledge of the Corporation, will have, directly or indirectly, Company has obtained the rights to use, all material licenseslicences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable legislation including Mining the Environmental and Environmental Health Laws (the “"Required Permits”") necessary as at the date hereof or thereof required for the operation of its businesses carried on or proposed to be commenced by the Corporation as described in the public disclosure record of the Corporation, business and each Required Permit is or will be at the time of such commencement be valid, subsisting and in good standing and the Corporation is not, and following completion holders of the Transaction, Required Permits are not in material default or breach thereof and no proceeding is pending or to the knowledge of the Corporation will not be, in material default or breach of any permit and, to the knowledge of the Corporation, no proceeding is pending or Company threatened to revoke or limit any PermitRequired Permit except where such breach or default would not have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company, taken as a whole;
(ivc) to the Corporation best of the Company's knowledge, information and belief, after due inquiry, the Company has not used, except in compliance with all Environmental and following completion of the Transaction, Health Laws or except to the knowledge of extent that the Corporationconsequences would not be materially adverse to the Company, will not usetaken as a whole, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance, except in material compliance with all Mining and Environmental Laws and Permits;
(vd) the Corporation has not received, and, to the knowledge of the Corporation, Sibanye Company has not received in respect of the Marathon Properties, any notice of, or been prosecuted for an offence alleging, material non-compliance with any Mining Environmental and Environmental LawHealth Laws, nor is and the Corporation aware of any such notice which has been given to a prior occupant of the Marathon Properties and to the knowledge of the Corporation, Sibanye Company has not settled any allegation of material non-compliance short of prosecution in respect except where such non-compliance would not have a material adverse effect on the assets or properties, business, results of such properties. To the knowledge operations, prospects or condition (financial or otherwise) of the CorporationCompany, there taken as a whole. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation, Company nor has the Corporation received notice of any of the same. To the knowledge of the Corporation, there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to Marathon Properties, nor, to the knowledge of the Corporation, has Sibanye Company received notice of any of the same;
(vie) except as ordinarily or customarily required by applicable permits, the Corporation Company has not received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Mining Environmental and Environmental Health Laws and except where such action would not have a material adverse effect on the Corporation assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Company, taken as a whole. The Company has not received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites. To sites except where such inquiries would not have a material adverse effect on the knowledge assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the CorporationCompany, Sibanye has not received any notice with respect to Marathon Properties wherein it is alleged or stated that it is potentially responsible for taken as a federal, provincial, state, municipal or local clean-up site or corrective action under any Mining and Environmental Laws and to the knowledge of the Corporation, Sibanye has not received any request with respect to the Marathon Properties for information in connection with any federal, state, municipal or local inquiries as to disposal siteswhole;
(viif) following the completion of the TransactionCompany, to the knowledge of the Corporationtaken as a whole, the Corporation will own, control controls or have has legal rights to, through mining tenements of various types and descriptions, and by ownership all of real property, such the rights, titles, leases titles and interests as are materially necessary or appropriate to authorize and enable the Corporation it to access the Marathon Properties and carry on the material mineral exploration and development and/or mining activities as currently being undertaken or proposed and has obtained or, upon performance of all conditions precedent will be able to obtain such rights, titles and interests as may be undertaken (collectivelyrequired to implement its plans on properties which are material to the Company, the “Mining Rights”) taken as a whole, and will is not be in material default of such Mining Rightsrights, except for any default which would not have a Material Adverse Effecttitles and interests;
(viiig) to the knowledge best of the CorporationCompany's knowledge, information and belief, after due inquiry, all assessments or other work required to be performed in relation to the Mining Rights material mining claims and the mining rights of the Company in order to maintain its the Company's interest therein, if any, have been performed to date and, to and the knowledge of the Corporation, Sibanye Company has complied in all material respects with all applicable governmental laws, regulations and policies in this regard connection as well as with regard to legal, contractual obligations to third parties in this regard connection except in respect of mining claims and mining rights that the Company intends to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect andmaterial adverse effect on the Company, to the knowledge of the Corporation, all on a consolidated basis. All such Mining Rights mining claims and mining rights are in good standing in all material respects as of the date of this Agreementagreement;
(ixh) to the knowledge best of the CorporationCompany's knowledge, Sibanye holds a 100% interest in each of the Marathon Propertiesinformation and belief, and following completion of the Transactionafter due inquiry, the Corporation will hold the Marathon Properties Interest, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than security interests, all in accordance with the terms and conditions of the Binding Letter of Intent, to be incorporated into the definitive agreement with respect to the final form and structure of the Transaction. The Corporation knows of there are no claim or basis for any claim, including a claim with respect to native rights, that might or could adversely affect the right thereof to access, use, transfer or otherwise exploit the Mining Rights. To the knowledge of the Corporation, Sibanye has, and following completion of the Transaction, the Corporation will have, no responsibility or obligation to pay any commission, royalty, licence fee expropriations or similar payment proceedings or any material challenges to title or ownership, actual or threatened, of which the Company has received notice against the mining claims and the mining rights or any person with respect to the Mining Rights part thereof;
(xi) any and all to the best of the agreements Company's knowledge, information and other documents and instruments pursuant to which belief, after due inquiry, all mining operations on the Corporation is to acquire properties of the interest of Sibanye Company have been conducted in and to the Marathon Mineral Rights, and assets (including any interest in, or right to earn an interest in, the Marathon Mineral Rights), are valid and subsisting agreements, documents or instruments in full force and effect, enforceable all respects in accordance with the terms thereof. The Corporation is not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged, and, to the knowledge of the Corporation, there has been no material default under any lease, license or claim pursuant to which Sibanye derives an interest in the Marathon Mineral Rights or assets good mining and engineering practices and all taxes required to be paid with respect to the Marathon Mineral Rights applicable workers' compensation and assets to the date hereof health and safety and workplace laws, regulations and policies have been paid or will be paid duly complied with except where the failure to so conduct operations would not have a material adverse effect on closing of the Transaction. To the knowledge of the CorporationCompany, the interests of Sibanye in the Marathon Mineral Rights are not subject to any right of first refusal or purchase or acquisition rightson a consolidated basis;
(xij) in respect to the best of the Corporation’s current propertiesCompany's knowledge, andinformation and belief, to the knowledge of the Corporation, in respect of the Marathon Propertiesafter due inquiry, there are no ongoing environmental audits, evaluations, assessments, studies or tests relating to Sibanye the Company except for ongoing evaluations, assessments, studies or tests assessments conducted by or on behalf of Sibanye the Company in the ordinary course; and
(xiik) to the Corporation is, and, following the closing best of the TransactionCompany's knowledge, information and belief, after due inquiry, each of the Corporation will remainrepresentations and warranties in this Section 4.1.2 is also true in respect of each of the Company's joint venture, co-owner or similar partners in material compliance with respect of any properties in which the provisions of NI 43-101 andCompany has a direct or indirect ownership, if applicable, will file all technical reports required thereby;royalty or other interest.
Appears in 1 contract
