Common use of Optionor’s Representations and Warranties Clause in Contracts

Optionor’s Representations and Warranties. The Optionor represents and warrants to the Optionee at the time of the execution of this Agreement that: (a) the Optionor has acquired and holds beneficially a 100% interest in the Property, free and clear of all Encumbrances except for Permitted Encumbrances and subject to the rights the Province of Quebec may have in said Property; (b) the Optionor is in exclusive and peaceful possession of the Property; (c) during the term of this Agreement, the Optionor shall take all actions and do all things necessary or desirable to ensure that (i) no liabilities are incurred on the Property other than with the express written consent of the Optionee; and (ii) the Property remains free and clear of all Encumbrances other than Permitted Encumbrances; (d) the description of the Property set forth herein is true and correct; (e) it has obtained board approval to grant the Option to the Optionee, and to transfer an 80% interest in the Property to the Optionee in accordance with the terms hereof, and the Optionor has sole and complete power and authority to deal with the Property in the manner contemplated in this Agreement; (f) except for the Permitted Encumbrances, and the rights of the Optionee under this Agreement, the Optionor has not done any act or suffered or permitted any action to be done whereby any Person may acquire any interest in or to the Property or minerals to be mined or removed from the Property; (g) no Person has any right under preferential, earn-in, royalty, pre-emptive or first purchase rights, options or otherwise to acquire any interest in the Property that might be triggered by virtue of this Agreement or the transactions contemplated hereby or which could affect the Optionor’s interest in the Property; (h) there is no actual, threatened or, contemplated Claim or challenge relating to the Property, nor to the best of its information, knowledge and belief is there any basis therefor, and there is not presently outstanding against the Optionor any judgment, decree, injunction, rule or order of any court, Governmental Authority or arbitrator which would have a material effect upon the Property; (i) to the knowledge of Optionor, there are no Claims or rights being asserted by any first nations or indigenous group with respect to the Mineral Claims or the Property; (j) the Optionor has not caused, permitted or allowed any Hazardous Substances to be released, stored, shipped, handled, treated, discharged, placed, escaped, leached or disposed of on, into, under or through the lands (including watercourses, improvements thereon and contents thereof) comprising the Mineral Claims or nearby areas or breached the provisions of applicable environmental legislation and, so far as it is aware, no Hazardous Substances or underground storage tanks are contained, harboured or otherwise present in or upon such lands (including watercourses, improvements thereon and contents thereof or nearby areas) and such lands have not been used at any time by any person as a landfill or waste disposal site; (k) all taxes, assessments, rentals, levies and other payments, as well as all reports, relating to the Property and required to be made, performed and filed to and with any Governmental Authority in order to maintain the Property in good standing have been so made, performed or filed, as the case may be; (l) the Property is in good standing and in compliance with all Applicable Laws of the Province of Quebec, including requirements pertaining to rehabilitation and/or restoration plans and associated financial guarantees and reclamation bonds, and any other Applicable Laws; (m) there are no adverse Claims or challenges against, or to the ownership of, or title to, the Property or substances thereon, therein or therefrom nor to the knowledge of Optionor, is there any basis therefor; (n) all necessary information and data (including, without limitation, all geological, geophysical and assay results and maps) concerning the Property and prior exploration and development work carried out thereon by the Optionor and within the actual knowledge of the Optionor has been disclosed and provided to Optionee; (o) the Property and all operations thereon are and at all times have been in compliance in all material respects with all Applicable Laws, including all Environmental Laws and are not causing or permitting any danger or liabilities with respect to the Environment; (p) the Optionor holds all Authorizations required in connection with its ownership of, and operation of, the Property; (q) to the knowledge of the Optionor, there are no Hazardous Substances located on, at, in or under the Property in violation or in excess of applicable limits pursuant to Environmental Laws; (r) it has not received any notice of, whether written or oral, or communication relating to, any actual or alleged breach of or actual or potential liability pursuant to any Environmental Laws, and there are no outstanding or, to the Optionor’s knowledge, threatened Claims, work orders or actions required to be taken relating to environmental matters respecting the Property or any operations carried out thereon; and (s) it is not a party to or bound by any guarantee, indemnification, surety or similar obligation pertaining to the Property and, except for this Agreement and the NSR Agreement, no Material Contracts have been entered between the Optionor and any other Person with respect to the Property.

Optionor’s Representations and Warranties. The Optionor hereby ----------------------------------------- represents and warrants to Optionee as of the date hereof and as of the Closing Date as follows: (A) Subject to the rights of PIC under the Redemption Agreement, Optionor is the sole owner of the Investment Notes on the date hereof, and on the Closing Date, Optionor shall be the sole owner of the Remainder Notes. Further, the Investment Notes are free and clear of all liens and third party interests on the date hereof (other than the interests and rights in favor of PIC under the Redemption Agreement and any pledge of the Investment Notes securing the Equity Redemption Loan (as defined in the Redemption Agreement)), and on the Closing Date, the Remainder Notes shall be free and clear of all liens and third party interests of any kind or nature, except as created by this Agreement. Optionor has not amended, modified, terminated or otherwise by written agreement altered the Investment Notes or other Investment Loan Documents except as specifically disclosed to Optionee at in writing prior to the time date hereof, and on the Closing Date, except as otherwise amended, modified or altered in connection with the transactions contemplated in the Redemption Agreement, Optionor shall not have amended, modified, terminated or otherwise altered the Investment Notes, Remainder Notes or other Investment Loan Documents without Optionee's written consent obtained in accordance with Section 7 hereof. --------- (B) As of the date hereof, Optionor has not assigned or transferred the Investment Notes or any of the other Investment Loan Documents (except for any pledge of the Investment Notes securing the Equity Redemption Loan), nor are there any agreements to assign or convey any portion of such Investment Loan Documents to any person other than Optionee and PIC in accordance with this Agreement and the Redemption Agreement, respectively. On the Closing Date, Optionor shall not have assigned or transferred the Remainder Notes or any of the other Investment Loan Documents (except for such portion of the Investment Notes transferred to PIC in accordance with the Redemption Agreement), nor shall there be any agreements to assign or convey the Remainder Notes or any portion of such Investment Loan Documents to any person other than Optionee (except with respect to PIC's rights under the Redemption Agreement). (C) To Optionor's knowledge, Optionor has all requisite power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and all instruments and other documents to be executed and delivered to Optionee in connection with the transactions described herein. (D) To Optionor's knowledge, Optionor is a duly formed general partnership under the laws of the State of California, and this Agreement, and all the instruments and documents to be executed and delivered by Optionor in connection herewith, are legal, valid and binding obligations of Optionor enforceable against it in accordance with their respective terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. (E) To Optionor's knowledge, the execution of this Agreement that: (a) the Optionor has acquired and holds beneficially a 100% interest in the Property, free and clear of all Encumbrances except for Permitted Encumbrances and subject to the rights the Province of Quebec may have in said Property; (b) the Optionor is in exclusive and peaceful possession of the Property; (c) during the term of this Agreement, the Optionor shall take all actions and do all things necessary or desirable to ensure that (i) no liabilities are incurred on the Property other than with the express written consent of the Optionee; and (ii) the Property remains free and clear of all Encumbrances other than Permitted Encumbrances; (d) the description of the Property set forth herein is true and correct; (e) it has obtained board approval to grant the Option to the Optionee, and to transfer an 80% interest in the Property to the Optionee in accordance with the terms hereof, and the Optionor has sole and complete power and authority to deal performance of Optionor's obligations hereunder will not conflict with the Property or result in the manner contemplated in this Agreement; (f) except for the Permitted Encumbrancesa breach of any statute, and the rights of the Optionee under this Agreementrule, the Optionor has not done any act or suffered or permitted any action to be done whereby any Person may acquire any interest in or to the Property or minerals to be mined or removed from the Property; (g) no Person has any right under preferentialregulation, earn-in, royalty, pre-emptive or first purchase rights, options or otherwise to acquire any interest in the Property that might be triggered by virtue of this Agreement or the transactions contemplated hereby or which could affect the Optionor’s interest in the Property; (h) there is no actual, threatened or, contemplated Claim or challenge relating to the Property, nor to the best of its information, knowledge and belief is there any basis therefor, and there is not presently outstanding against the Optionor any judgment, decree, injunction, rule decree or order of any court, Governmental Authority board, committee or arbitrator governmental agency to which would have Optionor is subject, nor violate any agreement or contract to which Optionor is a material effect upon the Property; (i) to the knowledge of party or by which Optionor is bound. To Optionor, there are no Claims or rights being asserted by any first nations or indigenous group with respect to the Mineral Claims or the Property; (j) the Optionor has not caused, permitted or allowed any Hazardous Substances to be released, stored, shipped, handled, treated, discharged, placed, escaped, leached or disposed of on, into, under or through the lands (including watercourses, improvements thereon and contents thereof) comprising the Mineral Claims or nearby areas or breached the provisions of applicable environmental legislation and, so far as it is aware's knowledge, no Hazardous Substances consent, approval, authorization or underground storage tanks are containedorder of any court or governmental agency or body is required for the execution, harboured or otherwise present in or upon such lands (including watercourses, improvements thereon delivery and contents thereof or nearby areas) and such lands have not been used at any time performance by any person as a landfill or waste disposal site; (k) all taxes, assessments, rentals, levies and other payments, as well as all reports, relating to the Property and required to be made, performed and filed to and with any Governmental Authority in order to maintain the Property in good standing have been so made, performed or filed, as the case may be; (l) the Property is in good standing and in compliance with all Applicable Laws of the Province of Quebec, including requirements pertaining to rehabilitation and/or restoration plans and associated financial guarantees and reclamation bonds, and any other Applicable Laws; (m) there are no adverse Claims or challenges against, or to the ownership Optionor of, or title tocompliance by Optionor with, this Agreement or the Property or substances thereon, therein or therefrom nor to the knowledge of Optionor, is there any basis therefor; (n) all necessary information and data (including, without limitation, all geological, geophysical and assay results and maps) concerning the Property and prior exploration and development work carried out thereon by the Optionor and within the actual knowledge consummation of the Optionor has been disclosed and provided to Optionee; (o) the Property and all operations thereon are and at all times have been in compliance in all material respects with all Applicable Laws, including all Environmental Laws and are not causing or permitting any danger or liabilities with respect to the Environment; (p) the Optionor holds all Authorizations required in connection with its ownership of, and operation of, the Property; (q) to the knowledge of the Optionor, there are no Hazardous Substances located on, at, in or under the Property in violation or in excess of applicable limits pursuant to Environmental Laws; (r) it has not received any notice of, whether written or oral, or communication relating to, any actual or alleged breach of or actual or potential liability pursuant to any Environmental Laws, and there are no outstanding or, to the Optionor’s knowledge, threatened Claims, work orders or actions required to be taken relating to environmental matters respecting the Property or any operations carried out thereon; and (s) it is not a party to or bound transactions contemplated by any guarantee, indemnification, surety or similar obligation pertaining to the Property andit, except for this Agreement and the NSR Agreementsuch consents, no Material Contracts approvals, authorizations or orders, if any, that have been entered between obtained. Each of the Optionor foregoing representations and any other Person with respect to warranties shall survive the PropertyClosing for a period of twelve (12) months immediately thereafter.

Optionor’s Representations and Warranties. The Each of the Parties comprising the Optionor represents and warrants warrants, jointly and severally, to the Optionee at the time of the execution of this Agreement that: (a) the Optionor has acquired and holds beneficially a 100% interest in the Property, free and clear of all Encumbrances except for Permitted Encumbrances and subject to the rights the Province of Quebec may have in said PropertyEncumbrances; (b) the Optionor is in exclusive and peaceful possession of the Property; (c) during the term of this Agreement, the Optionor shall take all actions and do all things necessary or desirable to ensure that (i) no liabilities are incurred on the Property other than with the express written consent of the Optionee; and (ii) the Property remains free and clear of all Encumbrances other than Permitted Encumbrances; (d) the description of the Property set forth herein is true and correct; (e) it has obtained board approval all necessary and advisable approvals to execute this Agreement and grant the Option to the Optionee, and to transfer an 80100% interest in the Property to the Optionee in accordance with the terms hereof, and the Optionor has sole and complete power and authority to deal with the Property in the manner contemplated in this Agreement; (f) except for the Permitted Encumbrances, and the rights of the Optionee under this Agreement, the Optionor has not done any act or suffered or permitted any action to be done whereby any Person may acquire any interest in or to the Property or minerals to be mined or removed from the Property; (g) no Person has any right under preferential, earn-in, royalty, pre-emptive or first purchase rights, options or otherwise to acquire any interest in the Property that might be triggered by virtue of this Agreement or the transactions contemplated hereby or which could affect the Optionor’s interest in the Property; (h) there is no actual, threatened or, contemplated Claim or challenge relating to the Property, nor to the best of its information, knowledge and belief is there any basis therefor, and there is not presently outstanding against the Optionor Optionor, or any of the Persons comprising the Optinoor, any judgment, decree, injunction, rule or order of any court, Governmental Authority or arbitrator which would have a material effect upon the Property; (i) to the knowledge of Optionorits knowledge, there are no Claims or rights being asserted by any Person, including without limitation any first nations or indigenous group group, with respect to the Mineral Claims or the Property; (j) the Optionor has not caused, permitted or allowed any Hazardous Substances to be released, stored, shipped, handled, treated, discharged, placed, escaped, leached or disposed of on, into, under or through the lands (including watercourses, improvements thereon and contents thereof) comprising the Mineral Claims or nearby areas or breached the provisions of applicable environmental legislation and, so far as it is aware, no Hazardous Substances or underground storage tanks are contained, harboured or otherwise present in or upon such lands (including watercourses, improvements thereon and contents thereof or nearby areas) and such lands have not been used at any time by any person as a landfill or waste disposal site; (k) all taxes, assessments, rentals, levies and other payments, as well as all reports, relating to the Property and required to be made, performed and filed to and with any Governmental Authority in order to maintain the Property in good standing have been so made, performed or filed, as the case may be; (l) the Property is in good standing and in compliance with all Applicable Laws of the Province of QuebecLaws, including requirements pertaining to rehabilitation and/or restoration plans and associated financial guarantees and reclamation bonds, and any other Applicable Laws; (m) there are no adverse Claims or challenges against, or to the ownership of, or title to, the Property or substances thereon, therein or therefrom nor to the knowledge of Optionorits knowledge, is there any basis therefor; (n) all necessary information and data (including, without limitation, all geological, geophysical and assay results and maps) concerning the Property and prior exploration and development work carried out thereon by the Optionor and within the its actual knowledge of the Optionor has been disclosed and provided to Optionee; (o) the Property and all operations thereon are and at all times have been in compliance in all material respects with all Applicable Laws, including all Environmental Laws and are not causing or permitting any danger or liabilities with respect to the Environment; (p) the Optionor holds all Authorizations required in connection with its ownership of, and operation of, the Property; (q) to the knowledge of the Optionorits knowledge, there are no Hazardous Substances located on, at, in or under the Property in violation or in excess of applicable limits pursuant to Environmental Laws; (r) it has not received any notice of, whether written or oral, or communication relating to, any actual or alleged breach of or actual or potential liability pursuant to any Environmental Laws, and there are no outstanding or, to the Optionor’s its knowledge, threatened Claims, work orders or actions required to be taken relating to environmental matters respecting the Property or any operations carried out thereon; and (s) it is not a party to or bound by any guarantee, indemnification, surety or similar obligation pertaining to the Property and, except for this Agreement and the NSR Agreement, no Material Contracts have been entered between the Optionor Optionor, or any of the Persons comprising the Optionor, and any other Person with respect to the Property.

Optionor’s Representations and Warranties. The Optionor hereby ----------------------------------------- represents and warrants to Optionee as of the date hereof and as of the Closing Date as follows: (A) Subject to the rights of Prudential under the Redemption Agreement, Optionor is the sole owner of the Investment Notes on the date hereof, and on the Closing Date, Optionor shall be the sole owner of the Remainder Notes. Further, the Investment Notes are free and clear of all liens and third party interests on the date hereof (other than the interests and rights in favor of Prudential under the Redemption Agreement and any pledge of the Investment Notes securing the Equity Redemption Loan (as defined in the Redemption Agreement)), and on the Closing Date, the Remainder Notes shall be free and clear of all liens and third party interests of any kind or nature, except as created by this Agreement. Optionor has not amended, modified, terminated or otherwise by written agreement altered the Investment Notes or other Investment Loan Documents except as specifically disclosed to Optionee at in writing prior to the time date hereof, and on the Closing Date, except as otherwise amended, modified or altered in connection with the transactions contemplated in the Redemption Agreement, Optionor shall not have amended, modified, terminated or otherwise altered the Investment Notes, Remainder Notes or other Investment Loan Documents without Optionee's written consent obtained in accordance with Section 7 hereof. --------- (B) As of the date hereof, Optionor has not assigned or transferred the Investment Notes or any of the other Investment Loan Documents (except for any pledge of the Investment Notes securing the Equity Redemption Loan), nor are there any agreements to assign or convey any portion of such Investment Loan Documents to any person other than Optionee and Prudential in accordance with this Agreement and the Redemption Agreement, respectively. On the Closing Date, Optionor shall not have assigned or transferred the Remainder Notes or any of the other Investment Loan Documents (except for such portion of the Investment Notes transferred to Prudential in accordance with the Redemption Agreement), nor shall there be any agreements to assign or convey the Remainder Notes or any portion of such Investment Loan Documents to any person other than Optionee (except with respect to Prudential's rights under the Redemption Agreement). (C) To Optionor's knowledge, Optionor has all requisite power and authority to execute and deliver, and to perform all of its obligations under, this Agreement and all instruments and other documents to be executed and delivered to Optionee in connection with the transactions described herein. (D) To Optionor's knowledge, Optionor is a duly formed general partnership under the laws of the State of California, and this Agreement, and all the instruments and documents to be executed and delivered by Optionor in connection herewith, are legal, valid and binding obligations of Optionor enforceable against it in accordance with their respective terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. (E) To Optionor's knowledge, the execution of this Agreement that: (a) the Optionor has acquired and holds beneficially a 100% interest in the Property, free and clear of all Encumbrances except for Permitted Encumbrances and subject to the rights the Province of Quebec may have in said Property; (b) the Optionor is in exclusive and peaceful possession of the Property; (c) during the term of this Agreement, the Optionor shall take all actions and do all things necessary or desirable to ensure that (i) no liabilities are incurred on the Property other than with the express written consent of the Optionee; and (ii) the Property remains free and clear of all Encumbrances other than Permitted Encumbrances; (d) the description of the Property set forth herein is true and correct; (e) it has obtained board approval to grant the Option to the Optionee, and to transfer an 80% interest in the Property to the Optionee in accordance with the terms hereof, and the Optionor has sole and complete power and authority to deal performance of Optionor's obligations hereunder will not conflict with the Property or result in the manner contemplated in this Agreement; (f) except for the Permitted Encumbrancesa breach of any statute, and the rights of the Optionee under this Agreementrule, the Optionor has not done any act or suffered or permitted any action to be done whereby any Person may acquire any interest in or to the Property or minerals to be mined or removed from the Property; (g) no Person has any right under preferentialregulation, earn-in, royalty, pre-emptive or first purchase rights, options or otherwise to acquire any interest in the Property that might be triggered by virtue of this Agreement or the transactions contemplated hereby or which could affect the Optionor’s interest in the Property; (h) there is no actual, threatened or, contemplated Claim or challenge relating to the Property, nor to the best of its information, knowledge and belief is there any basis therefor, and there is not presently outstanding against the Optionor any judgment, decree, injunction, rule decree or order of any court, Governmental Authority board, committee or arbitrator governmental agency to which would have Optionor is subject, nor violate any agreement or contract to which Optionor is a material effect upon the Property; (i) to the knowledge of party or by which Optionor is bound. To Optionor, there are no Claims or rights being asserted by any first nations or indigenous group with respect to the Mineral Claims or the Property; (j) the Optionor has not caused, permitted or allowed any Hazardous Substances to be released, stored, shipped, handled, treated, discharged, placed, escaped, leached or disposed of on, into, under or through the lands (including watercourses, improvements thereon and contents thereof) comprising the Mineral Claims or nearby areas or breached the provisions of applicable environmental legislation and, so far as it is aware's knowledge, no Hazardous Substances consent, approval, authorization or underground storage tanks are containedorder of any court or governmental agency or body is required for the execution, harboured or otherwise present in or upon such lands (including watercourses, improvements thereon delivery and contents thereof or nearby areas) and such lands have not been used at any time performance by any person as a landfill or waste disposal site; (k) all taxes, assessments, rentals, levies and other payments, as well as all reports, relating to the Property and required to be made, performed and filed to and with any Governmental Authority in order to maintain the Property in good standing have been so made, performed or filed, as the case may be; (l) the Property is in good standing and in compliance with all Applicable Laws of the Province of Quebec, including requirements pertaining to rehabilitation and/or restoration plans and associated financial guarantees and reclamation bonds, and any other Applicable Laws; (m) there are no adverse Claims or challenges against, or to the ownership Optionor of, or title tocompliance by Optionor with, this Agreement or the Property or substances thereon, therein or therefrom nor to the knowledge of Optionor, is there any basis therefor; (n) all necessary information and data (including, without limitation, all geological, geophysical and assay results and maps) concerning the Property and prior exploration and development work carried out thereon by the Optionor and within the actual knowledge consummation of the Optionor has been disclosed and provided to Optionee; (o) the Property and all operations thereon are and at all times have been in compliance in all material respects with all Applicable Laws, including all Environmental Laws and are not causing or permitting any danger or liabilities with respect to the Environment; (p) the Optionor holds all Authorizations required in connection with its ownership of, and operation of, the Property; (q) to the knowledge of the Optionor, there are no Hazardous Substances located on, at, in or under the Property in violation or in excess of applicable limits pursuant to Environmental Laws; (r) it has not received any notice of, whether written or oral, or communication relating to, any actual or alleged breach of or actual or potential liability pursuant to any Environmental Laws, and there are no outstanding or, to the Optionor’s knowledge, threatened Claims, work orders or actions required to be taken relating to environmental matters respecting the Property or any operations carried out thereon; and (s) it is not a party to or bound transactions contemplated by any guarantee, indemnification, surety or similar obligation pertaining to the Property andit, except for this Agreement and the NSR Agreementsuch consents, no Material Contracts approvals, authorizations or orders, if any, that have been entered between obtained. Each of the Optionor foregoing representations and any other Person with respect to warranties shall survive the PropertyClosing for a period of twelve (12) months immediately thereafter.

Optionor’s Representations and Warranties. The In addition to any other express agreements of Optionor represents contained herein, the matters set forth in this Section 7 constitute representations, warranties and warrants covenants by Optionor which shall be true and correct as of the date hereof and the date of Close of Escrow (regardless of any investigations Optionee shall have made with respect thereto prior to the Optionee at Close of Escrow) and which shall survive the time Close of Escrow. In the event that, during the period between the date hereof and the Close of Escrow, Optionor learns, or has reason to believe, that any of the execution following representations and warranties may cease to be true, Optionor hereby covenants to give written notice thereof to Optionee within three (3) days. Optionor hereby represents, warrants and covenants (with the understanding that Optionee shall rely upon said representations, warranties and covenants) as to each of this Agreement thatthe matters set forth below: (aA) the Optionor has acquired and holds beneficially a 100% interest in the Property, free and clear is owner of all Encumbrances except for Permitted Encumbrances and subject good marketable fee simple title to the rights Option Parcel and has the Province of Quebec may have in said Property; (b) the Optionor is in exclusive and peaceful possession of the Property; (c) during the term of this Agreementlegal right, the Optionor shall take all actions and do all things necessary or desirable to ensure that (i) no liabilities are incurred on the Property other than with the express written consent of the Optionee; and (ii) the Property remains free and clear of all Encumbrances other than Permitted Encumbrances; (d) the description of the Property set forth herein is true and correct; (e) it has obtained board approval to grant the Option to the Optionee, and to transfer an 80% interest in the Property to the Optionee in accordance with the terms hereof, and the Optionor has sole and complete power and authority to deal with cause this Agreement to be executed and to transfer and convey the Property in the manner contemplated in Option Parcel to Optionee pursuant hereto. The individual executing this Agreement; (f) except for the Permitted EncumbrancesAgreement on behalf of Optionor is authorized to do so and, and the rights of the Optionee under upon executing this Agreement, the this Agreement shall be binding and enforceable upon Optionor has in accordance with its terms. (B) Optionor is not done aware of any act liens, encumbrances, claims of liens or suffered encumbrances, or permitted any action to be done whereby any Person may acquire any interest in possible defects, or claims of defects to the Property title to the Option Parcel which do not appear in the Title Report, and Optionor shall protect Optionee against and remove as a lien or minerals to be mined or removed from encumbrance any such matter arising during the Property;escrow period except those caused by Optionee. (gC) no Person has any right under preferential, earn-in, royalty, pre-emptive or first purchase rights, options or otherwise to acquire any interest in To the Property that might be triggered by virtue of this Agreement or the transactions contemplated hereby or which could affect the Optionor’s interest in the Property; (h) there is no actual, threatened or, contemplated Claim or challenge relating to the Property, nor to the best of its information, knowledge and belief is there any basis therefor, and there is not presently outstanding against the Optionor any judgment, decree, injunction, rule or order of any court, Governmental Authority or arbitrator which would have a material effect upon the Property; (i) to the actual knowledge of OptionorOptionor and its agents, there are no Claims (i) claims, actions, suits, condemnation actions or other proceedings pending or threatened by any entity, (ii) approvals, permits, easements, rights-of-way, zoning changes, uses or rights being asserted that have been denied or may be denied by any first nations governmental department or indigenous group with respect agency, and (iii) violations of any law, statute, government regulation or requirement that in any manner or to any extent may materially affect the Mineral Claims or the Property; (j) the Optionor has not caused, permitted or allowed any Hazardous Substances to be released, stored, shipped, handled, treated, discharged, placed, escaped, leached or disposed of on, into, under or through the lands (including watercourses, improvements thereon and contents thereof) comprising the Mineral Claims or nearby areas or breached the provisions of applicable environmental legislation and, so far as it is aware, no Hazardous Substances or underground storage tanks are contained, harboured or otherwise present in or upon such lands (including watercourses, improvements thereon and contents thereof or nearby areas) and such lands have not been used at any time by any person as a landfill or waste disposal site; (k) all taxes, assessments, rentals, levies and other payments, as well as all reports, relating to the Property and required to be made, performed and filed to and with any Governmental Authority in order to maintain the Property in good standing have been so made, performed or filed, as the case may be; (l) the Property is in good standing and in compliance with all Applicable Laws value of the Province of Quebec, including requirements pertaining to rehabilitation and/or restoration plans and associated financial guarantees and reclamation bonds, and any other Applicable Laws; (m) there are no adverse Claims or challenges against, or to the ownership of, or title to, the Property or substances thereon, therein or therefrom nor to the knowledge of Optionor, is there any basis therefor; (n) all necessary information and data (including, without limitation, all geological, geophysical and assay results and maps) concerning the Property and prior exploration and development work carried out thereon by the Optionor and within the actual knowledge of the Optionor has been disclosed and provided to Optionee; (o) the Property and all operations thereon are and at all times have been in compliance in all material respects with all Applicable Laws, including all Environmental Laws and are not causing or permitting any danger or liabilities with respect to the Environment; (p) the Optionor holds all Authorizations required in connection with its ownership of, and operation of, the Property; (q) to the knowledge of the Optionor, there are no Hazardous Substances located on, at, in or under the Property in violation or in excess of applicable limits pursuant to Environmental Laws; (r) it has not received any notice of, whether written or oral, or communication relating to, any actual or alleged breach of or actual or potential liability pursuant to any Environmental Laws, and there are no outstanding or, to the Optionor’s knowledge, threatened Claims, work orders or actions required to be taken relating to environmental matters respecting the Property or any operations carried out thereon; and (s) it is not a party to or bound by any guarantee, indemnification, surety or similar obligation pertaining to the Property and, except for this Agreement and the NSR Agreement, no Material Contracts have been entered between the Optionor and any other Person with respect to the Property.Option Parcel