Common use of Property and Title Clause in Contracts

Property and Title. Except as disclosed in the Public Documents, each of the Target and its Subsidiaries has sufficient title, clear of any defect, material claims or encumbrance, to its operating properties and properties with estimated proven and probable mineral reserves and/or estimated mineral resources (other than property to which it is lessee, in which case it has a valid leasehold interest) and has good and valid title to the real property interests including, without limitation, fee simple estate of and in real property, leases, easements, rights of way, permits or licenses from landowners or authorities permitting the use of land by the Target and/or its Subsidiaries, necessary to permit the operation of their respective businesses as they are now being or are proposed to be owned and conducted, except for such failures of title that would, individually or in the aggregate, not have a Target Material Adverse Effect. The Target and its Subsidiaries hold all mineral rights required to continue their respective businesses and operations as currently conducted and as proposed to be conducted as disclosed in the Public Documents, except to the extent that a failure to do so would not individually or in the aggregate cause a Target Material Adverse Effect. All mineral rights held by the Target and its Subsidiaries are free and clear of all encumbrances and royalty burdens (other than as disclosed in the Public Documents), and none of such mineral rights are subject to reduction by reference to mine payouts or otherwise except for those created in the ordinary course of business and which would not have a Target Material Adverse Effect. Global Gold Corporation has not made or indicated to the Target, directly or indirectly, an intention to make any claim against the Target in respect of participation or other purported rights. With respect to the claim by Azeri government authorities that part of the Zod mine is located on Azeri territory, as disclosed in the Public Documents, as of the date hereof, there have been no legal or other proceedings launched by the Azerbaijan government or government authority, there has been no conclusive determination of this issue and the Target is not aware of any information which has not been disclosed in the Public Documents which suggests that the claim will be resolved in favour of Azerbaijan. The Government of the Republic of Armenia has not and has not indicated to the Target, directly or indirectly, any intention to withdraw or modify its position that the Zod mine is under Target control.

Property and Title. Except as disclosed in the Public Documents, each of the Target and its Subsidiaries has sufficient title, clear of any defect, material claims or encumbrance, to its operating properties and properties with estimated proven and probable mineral reserves and/or estimated mineral resources (other than property to which it is lessee, in which case it has a valid leasehold interest) and has good and valid title to the real property interests including, without limitation, fee simple estate of and in real property, leases, easements, rights of way, permits or licenses licences from landowners or authorities permitting the use of land by the Target and/or its Subsidiaries, necessary to permit the operation of their respective businesses as they are now being or are proposed to be owned and conducted, except for such failures of title that would, individually or in the aggregate, not have a Target Material Adverse Effect. The Target and its Subsidiaries hold all mineral rights required to continue their respective businesses and operations as currently conducted and as proposed to be conducted as disclosed in the Public Documents, except to the extent that a failure to do so would not individually or in the aggregate cause a Target Material Adverse Effect. All mineral rights held by the Target and its Subsidiaries are free and clear of all encumbrances and royalty burdens (other than as disclosed in the Public Documents), and none of such mineral rights are subject to reduction by reference to mine payouts or otherwise except for those created in the ordinary course of business and which would not have a Target Material Adverse Effect. Global Gold Corporation has not made or indicated to the Target, directly or indirectly, an intention to make any claim against the Target in respect of participation or other purported rights. With respect to the claim by Azeri government authorities that part of the Zod mine is located on Azeri its territory, as disclosed in the Public Documents, as of the date hereof, there have been no legal or other proceedings launched by the Azerbaijan government or government authority, there has been no conclusive determination of this issue and the Target Vendor is not aware of any information which has not been disclosed in the Public Documents which suggests that the claim will be resolved in favour of Azerbaijan. The Government of the Republic of Armenia has not and has not indicated to the Target, directly or indirectly, any intention to withdraw or modify its position that the Zod mine is under Target control.