Mining. (a) Schedule 4.25(a) sets forth a true, correct, and complete list of all patented mining claims owned by the Company or its Subsidiaries (“Patented Claims”) and identifies which entity owns each such Patented Claims. The Company or its Subsidiaries hold good and marketable title to all Patented Claims, in each case free and clear of all Liens, except for Permitted Liens. Neither the Company nor any of its Subsidiaries currently lease any Patented Claims to any third party. (b) Schedule 4.25(b) sets forth a true, correct, and complete list of all unpatented mining claims (including any and all lode, placer, mill site and tunnel site claims) owned or leased or subleased by the Company or its Subsidiaries (“Unpatented Claims” and collectively with the Patented Claims, the “Mining Property”) and identifies which entity holds each such claim or site. Neither the Company nor any of its Subsidiaries currently leases any Unpatented Claims to any third party. (c) With respect to the Unpatented Claims: (i) Subject to the paramount title of the United States, the Company and its Subsidiaries are the sole owner of each Unpatented Claim, free and clear of all Liens, except for Permitted Liens. (ii) Each Unpatented Claim was validly located, recorded and filed with all appropriate Governmental Authorities, and the monuments of location for the Unpatented Claims are on federal public land open for mineral claim staking. (iii) All affidavits of assessment work or applicable maintenance fees in lieu thereof paid and all other filings required to maintain the Unpatented Claims in good standing have been properly and timely recorded or filed with appropriate Governmental Authorities. (d) The Company and its Subsidiaries are in exclusive possession or control of the right to develop the Minerals, subject to applicable Law, including the Mining Law of 1872, as amended. (e) The Company and its Subsidiaries have all surface and access rights, including as applicable fee simple estates, leases, easements, rights of way and permits, or licenses from landowners or Governmental Authorities, permitting the use of land by the Company or its Subsidiaries, and other interests that are required for the current state of exploiting the development potential of the Mining Property, and no third party or group holds any such rights that would be required to conduct mineral exploration, drilling activities, and production on any of the Mining Property. (f) The Company and its Subsidiaries are not aware of any conflicting patented or unpatented claims owned by third parties which overlay with any of the Mining Property. (g) The Mining Property includes all material claims, leases, subleases, licenses, permits, access rights, water rights, and other rights and interest necessary to explore, in the planned area of operations by the Company or its Subsidiaries, for Minerals, without any liability to pay any commission, royalty, license fee, net smelter royalty/return/receipt, net profits or net proceeds interests, or any similar payment to any Person except as disclosed in Schedule 4.25(g) and to use or transfer the Mining Property pursuant to applicable Law, except for Permits from Governmental Authorities. (h) Neither the Company nor any of its Subsidiaries is party to any, and to the knowledge of the Company, there is no, joint venture agreement, stockholder agreement, partnership agreement, voting agreement, powers of attorney, co-ownership agreement, co-tenancy agreements, management agreements or any other existing oral or written agreement of any kind which does or would have any adverse impact whatsoever on record or possessory title to the mineral estate of the Mining Property, or the access to, exploration, development or mining of the same and no other Person has any interest in the Mining Property or any right to acquire or otherwise obtain any such interest. (i) There are no known existing restrictions which would have any adverse effect on the right to explore, develop and mine Minerals from the Mining Property, except pursuant to applicable Law or as set forth in the Mining Documents. (j) Except as set forth in Schedule 4.25(j), there are no options, back-in rights, earn-in rights, rights of first refusal, rights of first offer, preemptive rights, off-take rights or similar provisions or rights which would affect Acquiror or any of its Subsidiaries’ interest in the Mining Property after the Closing Date. There are no restrictions on the ability of the Company or its Subsidiaries to use, transfer or exploit the Mining Property, except pursuant to applicable Law. (k) Neither the Company nor any of its Subsidiaries have received any notice, whether written or oral from any Governmental Authority or any Person with jurisdiction or applicable authority of any revocation or intention to revoke the Company’s or its Subsidiaries’ interests in or file a contest action related to any of the Mining Property. (l) The Company and its Subsidiaries, to the knowledge of the Company, have made available to the Parent all information and data pertaining to the Mining Property in its possession, including mining plans and plans of operation; reclamation plans; life of mine studies and reports; notices of intent; including those related to exploration drilling, pad and road construction; mining exploration; land and survey records; the existence of Minerals within the Mining Property, including relevant reserve and resource estimates; metallurgical test work and sampling data; drill data and assay results; all reclamation and bond release information; financial assurances for reclamation and all information concerning record, possessory, legal or equitable title to the Mining Property which is within its possession or control. Set forth in Schedule 4.25(l) is a list of all mining title opinions and title opinions and title policies of insurance relating to any of the real property interests in the Mining Property. (m) The Company or its Subsidiaries have the right, title, ownership and right to use all information and data pertaining to the Mining Property in its possession. (n) To the knowledge of the Company, there are no mineral reserves or mineral resources on the Mining Property, and the Company has made no public disclosures of any estimated proven or probable mineral reserves or estimated indicated, measured or inferred mineral resources. The Company has provided to Acquiror true, correct, and complete copies of all resource reports and engineering studies in its possession and control. (o) Schedule 4.25(o) sets forth a true, correct and complete list of the water rights, water leases and water supply agreements, ditch rights or other interests in water conveyance rights owned or leased by the Company and its Subsidiaries, including the owner and lessee with respect to each such right or interest (the “Water Rights”). The Company and its Subsidiaries have valid title or leaseholder interest or otherwise holds valid permits for the Company and its Subsidiaries free and clear of all Liens. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole: (i) neither the Company nor any of its Subsidiaries have received from any Governmental Authority or person any notice or claim affecting title to the Water Rights, including notice of non-use regarding such Water Rights; and (ii) to the knowledge of the Company, there are no current facts or conditions that would reasonably be expected to adversely impact the Water Rights and such Water Rights are sufficient to address current and projected operational requirements of the Mining Property in the ordinary course of business.
Appears in 2 contracts
Samples: Merger Agreement (American Battery Materials, Inc.), Merger Agreement (Seaport Global Acquisition II Corp.)
Mining. (a) Except as set forth on Section 3.22(a) of the Company Disclosure Schedule 4.25(a) sets forth a true, corrector as has not had, and complete list of all patented mining claims owned by would not reasonably be expected to have, individually or in the aggregate, a Company or its Subsidiaries (“Patented Claims”) and identifies which entity owns each such Patented Claims. The Company or its Subsidiaries hold good and marketable title to all Patented ClaimsMaterial Adverse Effect, in each case free and clear of all Liens, except for Permitted Liens. Neither the Company nor any of its Subsidiaries currently lease any Patented Claims to any third party.
(b) Schedule 4.25(b) sets forth a true, correct, and complete list of all unpatented mining claims (including any and all lode, placer, mill site and tunnel site claims) owned or leased or subleased by the Company or its Subsidiaries (“Unpatented Claims” and collectively with the Patented Claims, the “Mining Property”) and identifies which entity holds each such claim or site. Neither the Company nor any of its Subsidiaries currently leases any Unpatented Claims to any third party.
(c) With respect to the Unpatented Claims:
(i) Subject to the paramount title of the United States, the Company and its Subsidiaries are the sole owner of each Unpatented Claim, free and clear of all Liens, except for Permitted Liens.
(ii) Each Unpatented Claim was validly located, recorded and filed with all appropriate Governmental Authorities, and the monuments of location for the Unpatented Claims are on federal public land open for mineral claim staking.
(iii) All affidavits of assessment work or applicable maintenance fees in lieu thereof paid and all other filings required to maintain the Unpatented Claims in good standing have been properly and timely recorded or filed with appropriate Governmental Authorities.
(d) The Company and its Subsidiaries are in exclusive possession or and control of the right to develop the Minerals, subject to applicable Law, including the Mining Law of 1872, as amended.
(e) The Company and its Subsidiaries have all surface and access rights, including as applicable fee simple estates, leases, easements, rights of way and permits, or licenses from landowners or Governmental Authorities, permitting the use of land by the Company or its Subsidiaries, and other interests that are required for the current state of exploiting the development potential of the Mining Property, the Minerals and no third party or group holds any such rights that would be required to conduct mineral exploration, drilling activities, and production on any of the Mining Property.
(f) The Company Rights and its Subsidiaries are not aware of any conflicting patented or unpatented claims owned by third parties which overlay with any of the Mining Property.
(g) The Mining Property includes all material claims, leases, subleases, licenses, permits, access rights, water rights, and other rights and interest necessary to explore, in the planned area of operations by the Company or its Subsidiaries, for Minerals, without any liability to pay any commission, royalty, license fee, net smelter royalty/return/receipt, net profits or net proceeds interests, or any similar payment to any Person except as disclosed in Schedule 4.25(g) and to use or transfer the Mining Property pursuant to applicable Law, except for Permits from Governmental Authorities.
(h) Neither neither the Company nor any of its Subsidiaries is party has received any written notice from any person claiming any right or interest in or to any(including any right of use or occupancy of) the Mining Property, the Minerals or the Mining Rights, whether contingent or non-contingent and (ii) the Company and its Subsidiaries have all Mining Rights necessary for the Company and its Subsidiaries to operate in the ordinary course of business as presently conducted to explore, mine, remove, process and transport Minerals, subject only to Permitted Liens. Since January 1, 2022, except as has not had, and would not reasonably be expected to have, individually or in the knowledge aggregate, a Company Material Adverse Effect, the Company has not received written notice of any material breach by the Company and its Subsidiaries of any statutory condition or any other material conditions relating to any such Mining Right. To the Knowledge of the Company, there is nono rent, joint venture agreementroyalties, stockholder agreementfees, partnership agreement, voting agreement, powers of attorney, co-ownership agreement, co-tenancy agreements, management agreements or any property tax payments and other existing oral or written agreement of any kind which does or would have any adverse impact whatsoever on record or possessory title to the mineral estate of the Mining Property, or the access to, exploration, development or mining of the same and no other Person has any interest obligations arising in connection with the Mining Property or any right to acquire or otherwise obtain any such interest.
(i) There and the Minerals are no known existing restrictions which would have any adverse effect on delinquent. To the right to explore, develop and mine Minerals from the Mining Property, except pursuant to applicable Law or as set forth in the Mining Documents.
(j) Except as set forth in Schedule 4.25(j), there are no options, back-in rights, earn-in rights, rights of first refusal, rights of first offer, preemptive rights, off-take rights or similar provisions or rights which would affect Acquiror or any of its Subsidiaries’ interest in the Mining Property after the Closing Date. There are no restrictions on the ability Knowledge of the Company or its Subsidiaries to useCompany, transfer or exploit the Mining Property, except pursuant to applicable Law.
(k) Neither neither the Company nor any of its Subsidiaries have has received any notice, whether written or oral notice from any Governmental Authority or any Person with jurisdiction or applicable authority Entity of any revocation or intention to revoke the Company’s or its Subsidiaries’ interests in or file a contest action related to any of the Mining Property, the Minerals or the Mining Rights.
(lb) The estimated proven and probable mineral reserves and estimated indicated, measured and inferred mineral resources publicly disclosed by the Company and its SubsidiariesSubsidiaries have been prepared and disclosed in all material respects in accordance with accepted mining, to engineering, geoscience and other approved industry practices, and all applicable Laws. To the knowledge Knowledge of the Company, have made available there has been no material reduction in the aggregate amount of estimated mineral reserves or estimated mineral resources of the Company and its Subsidiaries from the amounts so disclosed. Subject to the Parent all information reservations and data pertaining assumptions included in the reserve report, to the Mining Property in its possession, including mining plans and plans of operation; reclamation plans; life of mine studies and reports; notices of intent; including those related to exploration drilling, pad and road construction; mining exploration; land and survey records; the existence of Minerals within the Mining Property, including relevant reserve and resource estimates; metallurgical test work and sampling data; drill data and assay results; all reclamation and bond release information; financial assurances for reclamation and all information concerning record, possessory, legal or equitable title to the Mining Property which is within its possession or control. Set forth in Schedule 4.25(l) is a list of all mining title opinions and title opinions and title policies of insurance relating to any of the real property interests in the Mining Property.
(m) The Company or its Subsidiaries have the right, title, ownership and right to use all information and data pertaining to the Mining Property in its possession.
(n) To the knowledge Knowledge of the Company, there are no mineral reserves or mineral resources on the Mining Property, and the Company has made no public disclosures of any estimated proven or probable mineral reserves or estimated indicated, measured or inferred mineral resources. The Company has provided to Acquiror true, correct, and complete copies of all resource reports and engineering studies in its possession and control.
(o) Schedule 4.25(o) sets forth a true, correct and complete list of the water rights, water leases and water supply agreements, ditch rights or other interests in water conveyance rights owned or leased by the Company and its Subsidiaries, including the owner and lessee with respect to each such right or interest (the “Water Rights”). The Company and its Subsidiaries have valid title or leaseholder interest or otherwise holds valid permits for the Company and its Subsidiaries free and clear of all Liens. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole: (i) neither the Company nor any of its Subsidiaries have received from any Governmental Authority or person any notice or claim affecting title to the Water Rights, including notice of non-use regarding such Water Rights; and (ii) to the knowledge of the Company, there are no current facts or conditions that which would reasonably be expected to adversely impact render the Water Rights conclusions of resources and such Water Rights are sufficient to address current and projected operational requirements of the Mining Property reserves contained in the ordinary course of businessreserve report, as amended by the supplement, incorrect in any way.
Appears in 1 contract
Mining. (a) Schedule 4.25(a) sets forth a true, correct, and complete list of all patented mining claims owned by the Company or its Subsidiaries (“Patented Claims”) and identifies which entity owns each such Patented Claims. The Company or its Subsidiaries hold good and marketable title to all Patented Claims, in each case free and clear of all Liens, except for Permitted Liens. Neither the Company nor any of its Subsidiaries currently lease any Patented Claims to any third party.
(b) Schedule 4.25(b) sets forth a true, correct, and complete list of all unpatented mining claims (including any and all lode, placer, mill site and tunnel site claims) owned or leased or subleased by the Company or its Subsidiaries (“Unpatented Claims” and collectively with the Patented Claims, the “Mining Property”) and identifies which entity holds each such claim or site. Neither the Company nor any of its Subsidiaries currently leases any Unpatented Claims to any third party.
(c) With respect to the Unpatented Claims:
(i) Subject to ECU or one of its subsidiaries holds Mineral Rights recognized in the paramount title jurisdiction in which each of the United StatesECU Concessions or ECU Lands is located, in respect of the ore bodies and minerals in such mining properties under valid, subsisting and enforceable title documents, contracts, leases, licenses of occupation, licences, mining concessions, permits, or other recognized and enforceable instruments and documents sufficient to permit ECU or one or more of its subsidiaries, as the case may be, to explore for, develop, mine, extract, exploit, remove, process or refine the minerals relating to such ECU Concessions or ECU Lands. In addition, ECU or one of its subsidiaries has all necessary surface rights, access rights and water rights, and all other presently required rights and interests granting ECU or one of its subsidiaries, as the case may be, the Company rights and its Subsidiaries are ability to explore for, develop, mine, extract, exploit, remove, process or refine (as applicable) the sole owner minerals derived from each ECU Concession or ECU Land. Each of each Unpatented Claim, free the aforementioned interests and clear of rights is currently in good standing in all Liens, except for Permitted Liensmaterial respects.
(ii) Each Unpatented Claim was validly located, recorded and filed with all appropriate Governmental Authorities, and the monuments of location for the Unpatented Claims are on federal public land open for mineral claim staking.
(iii) All affidavits of assessment work or applicable maintenance fees in lieu thereof paid and all other filings required to maintain the Unpatented Claims in good standing have been properly and timely recorded or filed with appropriate Governmental Authorities.
(d) The Company ECU and its Subsidiaries are in exclusive possession or control of the right subsidiaries have good and sufficient title to develop the Minerals, subject to applicable Law, their real property interests including the Mining Law of 1872, as amended.
(e) The Company and its Subsidiaries have all surface and access rights, including as applicable fee simple estatesestate of and in real property, leases, easements, rights of way and permitsway, permits or licenses from landowners or Governmental Authorities, authorities permitting the use of land by ECU and its subsidiaries necessary to permit the Company operation of their respective businesses as presently owned and conducted. ECU does not have any knowledge nor is it aware of any defects, failures or impairments in the title of ECU or its Subsidiariessubsidiaries to their respective assets, and other interests that are required for whether or not an action, suit, proceeding or inquiry is pending or threatened or whether or not discovered by any third party, which in the current state of exploiting the development potential of the Mining Property, and no third party or group holds any such rights that aggregate would be required to conduct mineral exploration, drilling activities, and production on any of the Mining Propertyhave an ECU Material Adverse Effect.
(f) The Company and its Subsidiaries are not aware of any conflicting patented or unpatented claims owned by third parties which overlay with any of the Mining Property.
(g) The Mining Property includes all material claims, leases, subleases, licenses, permits, access rights, water rights, and other rights and interest necessary to explore, in the planned area of operations by the Company or its Subsidiaries, for Minerals, without any liability to pay any commission, royalty, license fee, net smelter royalty/return/receipt, net profits or net proceeds interests, or any similar payment to any Person except as disclosed in Schedule 4.25(g) and to use or transfer the Mining Property pursuant to applicable Law, except for Permits from Governmental Authorities.
(h) Neither the Company nor any of its Subsidiaries is party to any, and to the knowledge of the Company, there is no, joint venture agreement, stockholder agreement, partnership agreement, voting agreement, powers of attorney, co-ownership agreement, co-tenancy agreements, management agreements or any other existing oral or written agreement of any kind which does or would have any adverse impact whatsoever on record or possessory title to the mineral estate of the Mining Property, or the access to, exploration, development or mining of the same and no other Person has any interest in the Mining Property or any right to acquire or otherwise obtain any such interest.
(i) There are no known existing restrictions which would have any adverse effect on the right to explore, develop and mine Minerals from the Mining Property, except pursuant to applicable Law or as set forth in the Mining Documents.
(jiii) Except as set forth in Schedule 4.25(j)3.1(y)(iii) to the ECU Disclosure Letter, no royalty, commission or similar payment is payable by ECU or any of its subsidiaries in respect of any of the ECU Concessions or ECU Lands.
(iv) None of ECU or any of its subsidiaries has received written or, to the knowledge of ECU, oral notice of the termination, cancellation, or declaration of invalidity or unenforceability by any person of any Mineral Rights of ECU or any of its subsidiaries, or has become aware of any intention on the part of, nor has there been any announcement by, any person to terminate, cancel, declare invalid or unenforceable or revoke any Mineral Rights of ECU or any of its subsidiaries, which in the aggregate would have an ECU Material Adverse Effect.
(v) All leases, licences and claims pursuant to which ECU or any of its subsidiaries derives the interests in the ECU Concessions and ECU Lands are in good standing and there has been no optionsmaterial default under any such lease, licence or claim.
(vi) Except as set out in Schedule 3.1(y)(vi) to the ECU Disclosure Letter, none of the ECU Concessions or ECU Lands (or any interest in, or right to earn an interest in, any such property) or other material assets of ECU or any of its subsidiaries is subject to any back-in rights, earn-in rights, rights of first refusal, rights of first offer, preemptive option rights, off-take rights or similar provisions or rights which would materially affect Acquiror ECU’s or any of its Subsidiariessubsidiaries’ interest interests in the Mining Property after ECU Concessions or the Closing Date. There are no restrictions on the ability of the Company or its Subsidiaries to use, transfer or exploit the Mining Property, except pursuant to applicable LawECU Lands.
(kvii) Neither All mineral exploration, development, construction, extraction, exploitation, removal, processing or refining activities on the Company nor any properties of ECU and each of its Subsidiaries have received any notice, whether written or oral from any Governmental Authority or any Person subsidiaries has been conducted in material compliance with jurisdiction or applicable authority of any revocation or intention Laws and contractual obligations to revoke the Company’s or its Subsidiaries’ interests third parties (where applicable) and in or file a contest action related to any of the Mining Property.
(l) The Company accordance with good mining and its Subsidiaries, to the knowledge of the Company, have made available to the Parent all information and data pertaining to the Mining Property in its possession, including mining plans and plans of operation; reclamation plans; life of mine studies and reports; notices of intent; including those related to exploration drilling, pad and road construction; mining exploration; land and survey records; the existence of Minerals within the Mining Property, including relevant reserve and resource estimates; metallurgical test work and sampling data; drill data and assay results; all reclamation and bond release information; financial assurances for reclamation engineering practices and all information concerning recordapplicable workers’ compensation and health and safety and workplace Laws have been duly complied with in all material respects, possessory, legal or equitable title to the Mining Property which is within its possession or control. Set forth in Schedule 4.25(l) is a list of all mining title opinions and title opinions and title policies of insurance relating to any of the real property interests in the Mining Property.
(m) The Company or its Subsidiaries have the right, title, ownership and right to use all information and data pertaining to the Mining Property in its possession.
(n) To the knowledge of the Company, there are no mineral reserves or mineral resources on the Mining Property, and the Company has made no public disclosures of any estimated proven or probable mineral reserves or estimated indicated, measured or inferred mineral resources. The Company has provided to Acquiror true, correct, and complete copies of all resource reports and engineering studies in its possession and control.
(o) Schedule 4.25(o) sets forth a true, correct and complete list of the water rights, water leases and water supply agreements, ditch rights or other interests in water conveyance rights owned or leased by the Company and its Subsidiaries, including the owner and lessee with respect to each such right or interest (the “Water Rights”). The Company and its Subsidiaries have valid title or leaseholder interest or otherwise holds valid permits for the Company and its Subsidiaries free and clear of all Liens. Except except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole: (i) neither the Company nor any of its Subsidiaries have received from any Governmental Authority or person any notice or claim affecting title to the Water Rights, including notice of non-use regarding such Water Rights; and (ii) to the knowledge of the Company, there are no current facts or conditions that would reasonably be expected to adversely impact the Water Rights and such Water Rights are sufficient to address current and projected operational requirements of the Mining Property in the ordinary course of businessaggregate have an ECU Material Adverse Effect.
Appears in 1 contract
Mining. (a) Schedule Section 4.25(a) of the Company Disclosure Letters sets forth a true, correct, and complete list of all patented mining claims owned by the such Company or its Subsidiaries or otherwise forming part of the Mountain Pass Mine (“Patented Claims”) and identifies which entity owns each such Patented Claims. The Such Company or its Subsidiaries hold good and marketable title to all Patented Claims, in each case free and clear of all Liens, except for Permitted Liens. Neither the such Company nor any of its Subsidiaries currently lease any Patented Claims to any third party.
(b) Schedule Section 4.25(b) of the Company Disclosure Letters sets forth a true, correct, and complete list of all unpatented mining claims (including any and all lode, placer, mill site and tunnel site claims) owned or leased or subleased by the such Company or its Subsidiaries or otherwise forming part of the Mountain Pass Mine (“Unpatented Claims” and collectively with the Patented Claims, the “Mining Property”) and identifies which entity holds each such claim or site. Neither the such Company nor any of its Subsidiaries currently leases lease any Unpatented Claims to any third party.
(c) With respect to the Unpatented Claims:
(i) Subject to the paramount title of the United States, the such Company and its Subsidiaries are the sole owner of each Unpatented Claim, free and clear of all Liens, except for Permitted Liens.
(ii) Each Unpatented Claim was validly located, recorded and filed with all appropriate Governmental AuthoritiesEntities, and the monuments of location for the Unpatented Claims are on federal public land open for mineral claim staking.
(iii) All affidavits of assessment work or applicable maintenance fees in lieu thereof paid and all other filings required to maintain the Unpatented Claims in good standing have been properly and timely recorded or filed with appropriate Governmental AuthoritiesEntities.
(d) The Such Company and its Subsidiaries are in exclusive possession or control of the right to develop the Mineralsminerals that are locatable, subject to applicable Law, including the Mining Law of 1872, as amended, located in, on or under the Mountain Pass Mine.
(e) The Such Company and its Subsidiaries have all surface and access rights, including as applicable fee simple estates, leases, easements, rights of way and permits, or licenses from landowners or Governmental AuthoritiesEntities, permitting the use of land by the such Company or its Subsidiaries, and other interests that are required for the current state of exploiting the development potential of the Mining PropertyMountain Pass Mine, and no third party or group holds any such rights that would be required to conduct mineral exploration, drilling activities, and production on any of the Mining PropertyMountain Pass Mine.
(f) The Such Company and its Subsidiaries are not aware of any conflicting patented Patented or unpatented Unpatented claims owned by third parties which overlay with any of the Mining PropertyMountain Pass Mine.
(g) The Mining Property includes Patented Claims and Unpatented Claims include all material claims, leases, subleases, licenses, permits, access rights, water rights, and other rights and interest necessary to explore, in the planned area of operations by the such Company or its SubsidiariesSubsidiaries at the Mountain Pass Mine, for Mineralsminerals, ores, or metals without any liability to pay any commission, royalty, license fee, net smelter royalty/return/receipt, net profits or net proceeds interests, or any similar payment to any Person except as disclosed in Schedule Section 4.25(g) of the Company Disclosure Letters and to use or transfer the Mining Property Patented Claims and Unpatented Claims pursuant to applicable Law, except for Permits or Environmental Permits from Governmental AuthoritiesEntities.
(h) Neither the such Company nor any of its Subsidiaries is party to any, and to the knowledge Knowledge of the such Company, there is no, joint venture agreement, stockholder agreement, partnership agreement, voting agreement, powers of attorney, co-ownership agreement, co-tenancy agreements, management agreements or any other existing oral or written agreement of any kind which does or would have any adverse impact whatsoever on record or possessory title to the mineral estate of the Mining PropertyPatented Claims and Unpatented Claims, or the access to, exploration, development or mining of the same and no other Person has any interest in the Mining Property Patented Claims and Unpatented Claims or any right to acquire or otherwise obtain any such interest.
(i) There are no known existing restrictions which would have any adverse effect on the right to explore, develop and mine Minerals mineral substances from the Mining PropertyPatented Claims or Unpatented Claims, except pursuant to applicable Law or as set forth in the Mining DocumentsLaw.
(j) Except as set forth in Schedule Section 4.25(j)) of the Company Disclosure Letters, there are no options, back-in rights, earn-in rights, rights of first refusal, rights of first offer, preemptive rights, off-take rights or similar provisions or rights which would affect Acquiror Parent’s or any of its Subsidiaries’ interest in the Mining Property Patented Claims and Unpatented Claims after the Closing Date. There are no restrictions on the ability of the such Company or its Subsidiaries to use, transfer or exploit the Mining PropertyPatented Claims and Unpatented Claims, except pursuant to applicable Law.
(k) Neither the such Company nor any of its Subsidiaries have received any notice, whether written or oral from any Governmental Authority Entity or any Person with jurisdiction or applicable authority of any revocation or intention to revoke the such Company’s or its Subsidiaries’ interests in or file a contest action related to any of the Mining PropertyPatented Claims or Unpatented Claims.
(l) The Such Company and its Subsidiaries, to the knowledge Knowledge of the such Company, have made available to the Parent all information and data pertaining to the Mining Property Patented Claims and Unpatented Claims in its possession, including mining plans and plans of operation; reclamation plans; life of mine studies and reports; notices of intent; including those related to exploration drilling, pad and road construction; mining exploration; land and survey records; the existence of Minerals minerals within the Mining PropertyPatented Claims and Unpatented Claims, including relevant reserve and resource estimates; metallurgical test work testwork and sampling data; drill data and assay results; all reclamation and bond release information; financial assurances for reclamation and all information concerning record, possessory, legal or equitable title to the Mining Property Patented Claims and Unpatented Claims which is within its possession or control. Set forth in Schedule Section 4.25(l) of the Company Disclosure Letters is a list of all mining title opinions and title opinions and title policies of insurance relating to any of the real property interests in the Mining Mountain Pass Mine, the Owned Property and the Leased Real Property.
(m) The Such Company or its Subsidiaries have the right, title, ownership and right to use all information and data pertaining to the Mining Property Patented Claims and Unpatented Claims in its possession.
(n) The estimated proven and probable mineral reserves and estimated indicated, measured and inferred mineral resources publicly disclosed by such Company and its Subsidiaries have been prepared and disclosed in all material respects in accordance with accepted mining, engineering, geoscience and other approved industry practices, and all applicable Laws. There has been no material reduction in the aggregate amount of estimated mineral reserves or estimated mineral resources of such Company and its Subsidiaries from the amounts so disclosed. To the knowledge Knowledge of the such Company, there are no mineral facts or conditions which would reasonably be expected to render the conclusions of resources and reserves or mineral resources on contained in the Mining Propertyreserve report, and as amended by the Company has made no public disclosures of supplement, incorrect in any estimated proven or probable mineral reserves or estimated indicated, measured or inferred mineral resources. The Company has provided to Acquiror true, correct, and complete copies of all resource reports and engineering studies in its possession and controlway.
(o) Schedule Section 4.25(o) of the Company Disclosure Letters sets forth a true, correct and complete list of the water rights, water leases and water supply agreements, ditch rights or other interests in water conveyance rights owned or leased by the Company and its Subsidiaries, including the owner and lessee with respect to each such right or interest (the “Water Rights”). The Such Company and its Subsidiaries have valid title or leaseholder interest or otherwise holds valid permits for the such Company and its Subsidiaries free and clear of all Liens. Except as would not reasonably be expected to be material to the such Company and its Subsidiaries, taken as a whole: (i) neither the such Company nor or any of its Subsidiaries have received from any Governmental Authority Entity or person any notice or claim affecting title to the Water Rights, including notice of non-use regarding such Water Rights; and (ii) to the knowledge Knowledge of the such Company, there are no current facts or conditions that would reasonably be expected to adversely impact the Water Rights and such Water Rights are sufficient to address current and projected operational requirements of the Mining Property Mountain Pass Mine in the ordinary course Ordinary Course of businessBusiness.
Appears in 1 contract
Samples: Merger Agreement (Fortress Value Acquisition Corp.)
