Property and Mineral Rights Sample Clauses

Property and Mineral Rights. Schedule 5.1(aa) lists all mineral interests and rights, including claims, concessions, surface rights, easements, exploration licenses and exploitation licenses and leases (collectively, the “Mineral Rights”) associated with the NorthMet Project which are held by the Company or the Issuer or to which either of them is a party. Except as disclosed in Schedule 5.1(aa), or as would not reasonably be expected to have a Material Adverse Effect: (i) the Company or the Issuer is the sole legal and beneficial owner of all right, title and interest in and to the Mineral Rights, free and clear of any Encumbrances, except Permitted Encumbrances; (ii) all of the Mineral Rights have been properly located and recorded in compliance with Applicable Laws and are comprised of valid and subsisting mineral claims; (iii) the Mineral Rights are in good standing under Applicable Laws and all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made; (iv) there is no adverse claim against or challenge to the title to or ownership of any of the Mineral Rights; (v) the Company or the Issuer has the exclusive right to deal with all of the Mineral Rights; (vi) no person other than the Company or the Issuer has any interest in any of the Mineral Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest; (vii) there are no options, back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the interest of the Company or the Issuer in any of the Mineral Rights; (viii) there are no restrictions on the ability of the Company or the Issuer to use, transfer or exploit any of the Mineral Rights, except pursuant to Applicable Laws; (ix) neither the Company nor the Issuer has received any written notice from any Governmental Authority of any revocation or intention to revoke any interest of the Company in any of the Mineral Rights; and (x) the Company has all surface rights, including easements and rights of way from landowners or Governmental Authorities, that are required to develop and exploit the NorthMet Project as contemplated in the Xxxxxxx Technical Report and no third party or group holds any such rights that would be required by the Company to develop and exploit the NorthMet Project as con...
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Property and Mineral Rights. (a) The Company’s Mineral Rights in the San Bartolomé Project are held through a special permit issued by COMIBOL, long-term lease agreements with COMIBOL, and Autorizaciones Transitorias Especiales (the “Mineral Rights Agreements”). A true and complete list of the Mineral Rights Agreements is set forth on Schedule 4.9(a) of the Company Disclosure Schedules and true and complete copies of the Mineral Rights Agreements have been made available to the Buyer prior to the date hereof. (b) Except as set forth on Schedule 4.9(b) of the Company Disclosure Schedules, the Company does not own or have any interest, including any leasehold interest in any Real Property or any other Mineral Rights other than with respect to the San Bartolomé Project. (c) Except as set forth on Schedule 4.9(c) of the Company Disclosure Schedules, no person other than any counterparty to a Mineral Rights Agreement has any interest (other than Permitted Encumbrances) in the Company’s Mineral Rights or the production or profits therefrom or any royalty, license, fee or similar payment in respect thereof or any right to acquire any such interest. (d) Except as disclosed on Schedule 4.9(d)-1 of the Company Disclosure Schedules, the Company has not executed any mining lease agreements, option agreements, royalty agreements, streaming agreements, hedging agreements, off-take agreements, forward sales or similar contracts and there is no claim that might or could materially adversely affect the right of the Company to use, transfer or, in the case of an exploitation license, exploit the Mineral Rights or compromise the ability of the Company to undertake the activities presently conducted on the San Bartolomé Project. Except as disclosed on Schedule 4.9(d)-2 of the Company Disclosure Schedules, there is no material adverse claim against or challenge to the title to or ownership of or leasehold interest in the Company’s Mineral Rights in the San Bartolomé Project, and, to the Knowledge of the Company, none have been threatened. (e) There are no material restrictions on the ability of the Company to use or exploit any of the Mineral Rights comprising the San Bartolomé Project, except (i) as set forth in the Mineral Rights Agreements, (ii) pursuant to applicable Law and (iii) as otherwise set forth on Schedule 4.9(e) of the Company Disclosure Schedules.
Sample 1
Property and Mineral Rights of the Disclosure Statement lists all mineral interests and rights, including claims, concessions, surface rights, easements, exploration licenses and exploitation licenses and leases which are 100% held by the Corporation (collectively, the “Mineral Rights”). Except as is not a Material Adverse Effect:
Sample 1

Related to Property and Mineral Rights

  • Mineral Rights It is agreed and understood that all rights under the soil, including but not limited to water, gas, oil, and mineral rights shall be transferred by the Seller to the Buyer at Closing.

  • Property and Equipment The buildings, plants, structures located at the Plant Property and the Equipment are all owned by the CCC Company free and clear of all Liens (except Permitted Liens) and are structurally sound, are in good operating condition and repair, subject to normal wear and tear, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, personal property or Equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • PROPERTY AND RISK 5.3.1 Unless otherwise agreed in writing, the Equipment and/or Leased Equipment shall at all times remain the property of Digital Origin or, if provided by a Service Provider, that Service Provider. 5.3.2 The Equipment and/or Leased Equipment shall be at the Client’s risk from the moment of Delivery or deemed Delivery (as described in condition 5.1.4) whether or not property in the Equipment and/or Leased Equipment has passed or payment or part payment made, and thereafter the Client shall be responsible for insuring the Equipment and/or Leased Equipment for its full replacement value. 5.3.3 Notwithstanding Delivery and the passing of risk, the property and the legal and beneficial title in the Leased Equipment supplied under the Contract shall not pass to the Client until the end of the Minimum Term, at which point Digital Origin shall have the discretion whether to transfer full title to the Leased Equipment to the Client or not. Until Digital Origin has received in cash or cleared funds payment in full for the Leased Equipment and Installation Services (where applicable) and all other equipment and/or services agreed to be sold by Digital Origin to the Client for which payment is then due, title shall not transfer to the Client. For the avoidance of doubt, the property and the legal and beneficial title in the Switching Equipment shall not pass to the Client in any circumstances. 5.3.4 Until such time as the property in the Equipment and/or Leased Equipment has passed to the Client, the Client shall hold such Equipment and/or Leased Equipment as Digital Origin’s fiduciary agent and bailee, and keep such Equipment and/or Leased Equipment properly stored, protected and insured and identified as being Digital Origin’s property until title passes. Until such time as the property in the Equipment and/or Leased Equipment passes to the Client, Digital Origin shall be entitled at any time to require the Client (at the Client’s cost) to deliver up the Equipment and/or Leased Equipment to Digital Origin to its nominated location and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Equipment and/or Leased Equipment is stored and repossess such Equipment and/or Leased Equipment. 5.3.5 Title to the Equipment will pass to the Client once Digital Origin has received in cash or cleared funds payment in full for the Equipment and Installation Services (where applicable). 5.3.6 The Client shall not, without the written consent of Digital Origin, be entitled to pledge or in any way charge by way of security for intedbtedness, or alter or modify, any Equipment and/or Leased Equipment which remains the property of Digital Origin or any Equipment and/or Leased Equipment supplied by Digital Origin which remains the property of any other organisation, but if the Client does so all monies owing by the Client to Digital Origin shall (without prejudice to any right or remedy of Digital Origin) forthwith become due and payable. The Client shall ensure that any Equipment and/or Leased Equipment provided by Digital Origin which remains the property of Digital Origin or any Equipment and/or Leased Equipment provided by Digital Origin which remains the property of any other organisation shall remain identifiable and shall be kept free from any loss, damage, and/or deterioration and insured against all risks for its full reinstatement value. 5.3.7 The Client grants Digital Origin, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment and/or Leased Equipment is or may be stored in order to inspect it, or, where the Client’s right to possession has terminated, to recover it. Digital Origin will ensure that any such employee, agent or other person in possession of Equipment and/or Leased Equipment will return the same to Digital Origin. 5.3.8 Promptly after expiry or earlier termination of any Contract or this Agreement, the Client will use its reasonable endeavours to provide Digital Origin and Service Providers with access to the Equipment and/or Leased Equipment and all reasonable assistance in the removal of the same. 5.3.9 The Client shall: 5.3.9.1 ensure that the Equipment and/or Leased Equipment is used only for the purposes of the Services; 5.3.9.2 not connect any other equipment to the Equipment and/or Leased Equipment except as expressly authorised in writing by Digital Origin; 5.3.9.3 not tamper with or remove any label on any Equipment and/or Leased Equipment; 5.3.9.4 not (and procure that the Users do not) open, disconnect, repair, maintain, modify or remove the Equipment and/or Leased Equipment; and 5.3.9.5 permit Digital Origin and/or any Service Provider to modify, change, add or replace the Equipment and/or Leased Equipment or any part of the Equipment and/or Leased Equipment. 5.3.10 The Client is responsible for, and will, subject to condition 12, indemnify Digital Origin in respect of all Losses that Digital Origin incurs as a result of any loss of or damage to the Equipment and/or Leased Equipment caused by the Client other than where the damage or loss has been caused as a result of the Client acting in accordance with instructions issued by Digital Origin.

  • Title to Property and Encumbrances The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

  • Property and Leases (a) The Company and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

  • Title to Property and Assets The Company owns its property and assets free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances.

  • Water Rights Water rights and/or water shares used in connection with the Property;

  • Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).

  • Property and Assets The Company has good title to all of its material properties and assets, including all properties and assets reflected in the Balance Sheet, except those disposed of since the date thereof in the ordinary course of business, and none of such properties or assets is subject to any mortgage, pledge, lien, security interest, lease, charge or encumbrance other than those the material terms of which are described in Section 3.12 of the Disclosure Schedule.

  • Residual Rights Licensee may, subject to Oracle's copyrights or patent rights, use any information retained in the unaided memory of its employees and other agents after accessing the TCK.

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