OBLIGATIONS OF THE OPTIONEE.
9.1 During the Option Period the Optionee will:
(a) maintain the Property in good standing with all applicable government entities, including payment of all taxes and performing all required assessment work and making such filings and recordings on the Property as are necessary to maintain title and will perform all other actions that may be necessary to keep the Property free and clear of all liens and other charges arising from the exploration activities undertaken hereunder, except those at the time contested in good faith by the Optionee;
(b) apply all exploration credits in respect of Mining Work performed by the Optionee in a manner that maintains, to the greatest extent possible, at least the amount of exploration credits on each mineral claim comprising the Property as at the Effective Date;
(c) permit the directors, officers, employees and designated consultants of the Optionor, at their own risk and expense, to visit the Property at all reasonable times, provided 48 hours of advance notice of such visit is provided to the Optionee, provided that the Optionor agrees to indemnify the Optionee against and to save the Optionee harmless from all costs, claims, liabilities and expenses that the directors, officers, employees and designated consultants of the Optionee may incur or suffer as a result of any injury (including injury causing death) suffered on the Property;
(d) do all Mining Work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any Governmental Authority;
(e) indemnify and save the Optionor harmless in respect of any and all reasonably foreseeable costs, claims, liabilities and expenses arising out of the Optionee’s gross negligence or wilful misconduct in respect of its activities on the Property; provided that the Optionee will incur no obligation thereunder in respect of claims arising or damages suffered after termination of the Option if upon termination of the Option any workings on or improvements to the Property made by the Optionee are left in a safe condition; and
(f) deliver, or make available, to the Optionor the following reports:
(i) comprehensive exploration reports within 30 days of request, which reports shall include without limitation the total amount of Expenditures incurred on the Property and results obtained during the calendar year ending on December 31st immediately preceding, accompanied by copies of all raw and interpreted data,...
OBLIGATIONS OF THE OPTIONEE. As a condition of the grant of options --------------------------- to the Optionee made hereby, the Optionee agrees as follows:
(a) During his or her employment by the Company, its parent or any Participating Subsidiary, the Optionee shall devote his or her exclusive business services to the Company, its parent or any Participating Subsidiary and he or she shall not accept any position, employment, gratuity, compensation or the like from any person or entity which is engaged in any aspect of the business activities conducted or engaged in by the Company.
(b) The Optionee shall not, during his or her employment by the Company, its parent or any Participating Subsidiary, or at any time thereafter, directly or indirectly, use, divulge, furnish or make accessible to any one other than the Company, its parent or any Participating Subsidiary, their directors and officers (otherwise than in the regular course of the business of the Company), any knowledge or information with respect to (i) confidential information ___________________ * (a) is applicable to employees only. concerning, for example (but not by way of limitation), the business, business methods and practices, market data, projections, plans, budgets, financial information of all kinds and descriptions, system data, operations data, employment data, secret processes, plans, formulae, data (including cost data), drawings, specifications, methods, technology, "know-how", or material relating to the business, products or activities of the Company and its affiliates ("Confidential Information"), or (ii) any customer usages and requirements or any customer lists of the Company. The Optionee shall not, upon leaving the Company, its parent or any Participating Subsidiary, without the prior written consent of the Company, take with him or her any Confidential Information.
(c) Any inventions, processes, discoveries, "know-how" and improvements (regardless of whether the inventions, processes, discoveries, "know how" and improvements are patentable and whether or not they are made, conceived or reduced to practice during working hours or with the Company's facilities or otherwise), and any and all patent rights, letters patent, copyrights, trademarks, trade names, and applications therefor in the United States and all other countries, and any and all rights and interests in, to and under the same, conceived, reduced to practice, acquired or possessed by the Optionee (either solely or jointly with others) during...
OBLIGATIONS OF THE OPTIONEE. The Optionee shall:
(a) permit the Optionor, or its representative duly authorized in writing, to visit and inspect any of the Properties at all reasonable times and intervals, and data obtained by the Optionee as a result of its operations thereon, provided always that the Optionor or its representative shall abide by the reasonable rules and regulations laid down by the Optionee relating to matters of safety and efficiency in its operations;
(b) perform and permit to be performed all work and activities on the Properties in a good and workmanlike fashion and in accordance with all applicable laws, rules, regulations, orders, ordinances and requirements of any governmental authority and otherwise comply with all laws, rules, regulations, orders, ordinances and requirements of any governmental authority applicable to the Properties;
(c) indemnify, defend and save harmless the Optionor from and against any and all costs, claims, liabilities and expenses arising out of or relating to the Optionee's activities (which shall include the activities of all employees, contractors, subcontractors, suppliers, licensees, invitees, guests and others, including trespassers) on the Properties, including but not limited to legal costs and reasonable attorney’s fees, from and after the date of this Agreement through the date of termination of any of the Options and full completion of all of the Optionee’s post-termination obligations;
(d) permit the Optionor reasonable access to the results of the work done on the Properties during the last completed calendar year; and
(e) deliver to the Optionor on or before March 31 in each year a report (including up-to-date maps if there are any) describing the results of work done in the last completed calendar year, together with reasonable details of expenditures made.
OBLIGATIONS OF THE OPTIONEE. 6.1 During the Option Period, the Optionee shall, in regard to the Property:
(a) permit the Optionor, at its own expense, reasonable and timely access to the results of the work done on the Property;
(b) keep the Property free and clear of all liens, charges and encumbrances of every character arising from its operation hereunder (except for liens for taxes not then due, other inchoate liens and liens diligently contested in good faith by the Optionee), and proceed with all reasonable diligence to contest or discharge any lien that is filed;
(c) pay, when due and payable, all wages or salaries for services rendered in connection with the Property and all accounts for materials supplied on or in respect of any work or operation performed on the Property;
(d) do or cause to be done all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any applicable governmental authority; and
(e) at all times during the Option Period, keep the Property in good standing in accordance with applicable laws and regulations.
