Payment of NSR Royalty. The NSR Royalty, if any, less any deductions pursuant to Section 5, shall be payable to the Seller in equal quarterly instalments and starting at the end of the first full calendar quarter after the later of: (a) the Closing Date; and (b) the commencement of Commercial Production on the Property. The reasonably estimated amount of the NSR Royalty, if any, less any deductions pursuant to Section 5, payable for each calendar quarter year shall be paid within 60 days after the end of the quarter year to which it relates, accompanied by a statement for the quarter year in question. The balance, if any, of the NSR Royalty payable for a full calendar year shall be accompanied by a statement of the NSR Royalty for such year, duly certified by a chartered accountant appointed for such purpose, who may be our chartered accountant. Any overpayment made in any year shall be deductible from payments due in any subsequent year(s). If at any time or times the Purchaser or the Issuer has, or has a reasonable expectation of, a claim for indemnity against either the Seller or Xxxxxxxx pursuant to Section 3(c)(i) (whether or not the threshold mentioned in Section 3(c)(iv) has been exceeded), the Purchaser may withhold from any payment of the NSR Royalty an amount which in its reasonable opinion is sufficient to satisfy such claim in full. Any amount so withheld shall be released to the Seller at such time as the particular claim has been satisfied in full or the Seller has provided security satisfactory to the Purchaser or the Issuer in respect of such claim. When it is determined by agreement of the parties or by a final order of a court of competent jurisdiction (from which no further appeal is possible) whether and to what extent the Seller or Xxxxxxxx is liable to the Purchaser or the Issuer in respect of such claim, the amount so withheld by the Purchaser or the Issuer shall be applied toward the satisfaction of such claim and, to the extent not required for such purpose, shall be paid to the Seller without interest. The Seller shall not sell, assign, transfer or create or permit to arise any Encumbrance on the NSR Royalty, except a sale thereof to a Royalty Purchaser pursuant to Section 7.
Payment of NSR Royalty. Subject to Sections 4.2 and 4.3 hereof, the Purchaser shall pay to the Vendor a 1% net smelter return royalty (the "NSR Royalty") from all ore mined from the Property, all as more particularly set forth in Schedule "A" hereto.
