Common use of Real Property; Assets Clause in Contracts

Real Property; Assets. (a) Schedule 4.19(a) sets forth the address, owner and description of each parcel of Owned Real Property. The Company, or the applicable Subsidiary of the Company that owns the applicable parcel of Owned Real Property, has good and valid title to the Owned Real Property and owns the Owned Real Property free and clear of all Liens, except for Permitted Liens. Except as set forth on Schedule 4.19(a), neither the Company nor any of its Subsidiaries owns any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 4.19(b) contains a true, correct and complete list of all Leased Real Property. The Company has made available to Acquiror true, correct and complete copies of the material leases, subleases and occupancy agreements (including all modifications, amendments, supplements, waivers and side letters thereto) for the Leased Real Property to which the Company or any of its Subsidiaries is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. Each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company or its Subsidiaries, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect, (ii) has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Acquiror and (iii) covers the entire estate it purports to cover, and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and delivery of this Agreement by the Company or the consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle the Surviving Company (or its Subsidiaries) to the exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (c) No material default by (i) the Company or any of its Subsidiaries or (ii) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Estate Lease Documents. Neither the Company nor any of its Subsidiaries has received written or, to the knowledge of the Company, oral notice of material default under any Real Estate Lease Document which default has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists that, with or without notice or lapse of time or both, would constitute a material default under any Real Estate Lease Document by the Company or any of its Subsidiaries (as tenant, subtenant or sub-subtenant, as applicable) or by the other parties thereto. Neither the Company nor any of its Subsidiaries has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, which sublease or right is still in effect. Neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in the Real Property or any interest therein which is still in effect. Except for the Permitted Liens, there exist no Liens affecting the Real Property created by, through or under the Company or any of its Subsidiaries. (d) With respect to each Real Estate Lease Document: (i) since January 1, 2017, to the knowledge of the Company, no security deposit or portion thereof deposited under such Real Estate Lease Document has been applied in respect of a breach or default under such Real Estate Lease Document that has not (A) if and as required by the applicable landlord, been redeposited in full, or (B) been disclosed to Acquiror in writing; and (ii) except as set forth on Schedule 4.19(d)(ii), neither the Company nor any of its Subsidiaries holds a contractual right or obligation to purchase or acquire any material real estate interest. (e) The Company has made available to Acquiror true, correct and complete copies of all documents evidencing title to the Mining Property and to mining claims or similar rights to develop, extract, and otherwise process minerals of all types (including all modifications, amendments, supplements, waivers and side letters thereto) to which the Company or any of its Subsidiaries is a party (the “Mining Documents”), and such deliverables comprise all Mining Documents relating to the Mining Property. The Company and its Subsidiaries have fee title, enforceable leasehold interest or valid unpatented mining claims and unpatented mill site claims to all Mining Property, free and clear of all Liens, except for Permitted Liens. (f) The Company has undivided fee title and/or a valid and enforceable leasehold interest and/or unpatented mining claims and unpatented mill site claims, in the Mining Property and Minerals, together with all easements, rights of way, licenses, privileges, rights and appurtenances thereto, as are necessary for the Company and its Subsidiaries’ mining operations in the ordinary course of business, including, mining, removal, processing, decommissioning, reclamation, and transporting of Minerals, subject only to Permitted Liens. (g) The Real Property constitutes all of the real property used and operated by the Company or its Subsidiaries in the ordinary course of business and in connection with mining operations and mining related activities. No other Person has a right to use or occupy any of the Real Property in a manner that would materially interfere with or impair the conduct of the mining operations of the Company and its Subsidiaries the ordinary course of business, except for any such rights which constitute a Permitted Lien and except as permitted by applicable Law. All mining operations of the Company and its Subsidiaries, current and as proposed in any mining plans, are conducted within the perimeter boundaries of the respective Mining Property and no operations encroach on the lands of any third party. To the knowledge of the Company, the Company has not received notice of any pending condemnation, action in eminent domain, taking, revocation (or intent to revoke), contest action, or notice of failure to pay Bureau of Land Management maintenance fees, by any Governmental Authority with respect to any of the Mining Property that is material to the Company or its Subsidiaries taken as a whole or to the mining operations of the Company and its Subsidiaries in ordinary course of business. All mining and mill site claim maintenance fees together with the applicable forms have been timely paid to the Utah state office of the Bureau of Land Management sufficient to perpetuate any unpatented mining claims. All fees, property tax payments and other obligations arising in connection with the Mining Property have been paid to the applicable Governmental Authority to which such amounts are payable. (h) Neither the Company nor any of its Subsidiaries has received any written notice that remains outstanding as of the date hereof that the current use and occupancy of the Real Property and the improvements thereon (i) are prohibited by any Lien or Law or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Real Property. (i) Except for Permitted Liens and licenses of Intellectual Property, the Company and its Subsidiaries have good and valid title to the assets of the Company and its Subsidiaries. All owned or leased tangible personal assets of the Company and its Subsidiaries (other than the Real Property) are in all material respects in good working order, repair and operating condition.

Real Property; Assets. (a) PR Newswire S. de RL de CV, a limited liability company organized under the laws of Mexico, is the sole and legal owner of the real property listed on Schedule 4.19(a5.18(a) sets forth (the address, owner and description of each parcel of “Owned Real Property. The Company” and, or together with the applicable Subsidiary of the Company that owns the applicable parcel of Owned Leased Real Property, has good and valid title to the Owned “Real Property and owns the Owned Real Property Property”), free and clear of all Liens, except for Permitted Liens. Except as set forth on Schedule 4.19(a5.18(a), neither the Company nor any other Subsidiary of its Subsidiaries the Company owns any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 4.19(b5.18(b) contains a true, correct and complete list of all Leased Real Property. The Company has made available to Acquiror true, correct and complete copies of the material leases, subleases and occupancy agreements (including all modifications, amendments, supplements, waivers and side letters thereto) for the Leased Real Property to which the Company or any of its Subsidiaries is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. . (c) Each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company or its Subsidiaries, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect, (ii) has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Acquiror and (iii) except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, covers the entire estate it purports to cover, and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and delivery of this Agreement by the Company or the consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle the Surviving Company (or its Subsidiaries) to the exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (cd) No material default by (i) the Company or any of its Subsidiaries or (ii) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Estate Lease Documents. Neither the Company nor any of its Subsidiaries has received written or, to the knowledge of the Company, oral notice of material default under any Real Estate Lease Document which default has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists thatwhich, with or without notice or lapse of time or both, would constitute a material default under any Real Estate Lease Document by the Company or any of its Subsidiaries (as tenant, subtenant or sub-subtenant, as applicable) or by the other parties thereto. Neither the Company nor any of its Subsidiaries has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, Property which sublease or right is still in effect. Neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in the Real Property or any interest therein which is still in effect. Except for the Permitted Liens, there exist no Liens affecting the Real Property created by, through or under the Company or any of its Subsidiaries. (de) With respect to each Real Estate Lease Document: (i) since January 1April 14, 20172014, to the knowledge of the Company, no security deposit or portion thereof deposited under such Real Estate Lease Document has been applied in respect of a breach or default under such Real Estate Lease Document that which has not (A) if and as required by the applicable landlord, been redeposited in full, full or (B) been disclosed to Acquiror in writing; and (ii) except as set forth on Schedule 4.19(d)(ii), neither the Company nor any of its Subsidiaries holds a contractual right or obligation to purchase or acquire any material real estate interest. (e) The Company has made available to Acquiror true, correct and complete copies of all documents evidencing title to the Mining Property and to mining claims or similar rights to develop, extract, and otherwise process minerals of all types (including all modifications, amendments, supplements, waivers and side letters thereto) to which the Company or any of its Subsidiaries is a party (the “Mining Documents”), and such deliverables comprise all Mining Documents relating to the Mining Property. The Company and its Subsidiaries have fee title, enforceable leasehold interest or valid unpatented mining claims and unpatented mill site claims to all Mining Property, free and clear of all Liens, except for Permitted Liens. (f) The Company has undivided fee title and/or a valid and enforceable leasehold interest and/or unpatented mining claims and unpatented mill site claims, in the Mining Property and Minerals, together with all easements, rights of way, licenses, privileges, rights and appurtenances thereto, as are necessary for the Company and its Subsidiaries’ mining operations in the ordinary course of business, including, mining, removal, processing, decommissioning, reclamation, and transporting of Minerals, subject only to Permitted Liens. (g) The Real Property constitutes all of the real property used and operated by the Company or its Subsidiaries in the ordinary course of business and in connection with mining operations and mining related activities. No other Person has a right to use or occupy any of the Real Property in a manner that would materially interfere with or impair the conduct of the mining operations of the Company and its Subsidiaries the ordinary course of business, except for any such rights which constitute a Permitted Lien and except as permitted by applicable Law. All mining operations of the Company and its Subsidiaries, current and as proposed in any mining plans, are conducted within the perimeter boundaries of the respective Mining Property and no operations encroach on the lands of any third party. To the knowledge of the Company, the Company has not received notice of any pending condemnation, action in eminent domain, taking, revocation (or intent to revoke), contest action, or notice of failure to pay Bureau of Land Management maintenance fees, by any Governmental Authority with respect to any of the Mining Property that is material to the Company or its Subsidiaries taken as a whole or to the mining operations of the Company and its Subsidiaries in ordinary course of business. All mining and mill site claim maintenance fees together with the applicable forms have been timely paid to the Utah state office of the Bureau of Land Management sufficient to perpetuate any unpatented mining claims. All fees, property tax payments and other obligations arising in connection with the Mining Property have been paid to the applicable Governmental Authority to which such amounts are payable. (h) Neither the Company nor any of its Subsidiaries has received any written notice that remains outstanding as of the date hereof of this Agreement that the current use and occupancy of the Real Property and the improvements thereon (i) are prohibited by any Lien or Law law or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Real Property. (ig) Except for Permitted Liens and licenses of Intellectual Property, the Company and its Subsidiaries have good and valid title to the assets of the Company and its Subsidiaries. All owned or leased tangible personal assets of the Company and its Subsidiaries (other than the Real Property) are in all material respects in good working order, repair and operating condition.

Real Property; Assets. (a) Schedule 4.19(a) sets forth the address, owner and description of each parcel of Owned Real Property. The Company, or the applicable Subsidiary of the Company that owns the applicable parcel of Owned Real Property, has good and valid title to the Owned Real Property and owns the Owned Real Property free and clear of all Liens, except for Permitted Liens. Except as set forth on Schedule 4.19(a), neither the Company nor any of its Subsidiaries owns does not own any real property. Neither the The Company nor any of its Subsidiaries is not a party to any agreement or option to purchase any real property or material interest therein. (b) Schedule 4.19(b4.18(b) contains a true, correct and complete list of all Leased Real Property. The Company has made available to Acquiror and PubCo true, correct and complete copies of the material leases, subleases subleases, licenses and occupancy agreements (including all modifications, amendments, supplements, waivers and guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto) for the Leased Real Property to which the Company or any of its Subsidiaries is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. Each . (c) Except as set forth in Schedule 4.18(c), each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company or its Subsidiariesand, to the knowledge of the Company, the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such lease Real Estate Lease Document is in full force and effect, (ii) has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto Real Estate Lease Documents made available to Acquiror and PubCo and (iii) to the knowledge of the Company, covers the entire estate it purports to cover, cover and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and delivery of this Agreement by the Company or the consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this AgreementTransactions, will entitle the Surviving Company (Acquiror or its Subsidiaries) Subsidiaries to the exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (cd) No material default or breach by (i) the Company or any of its Subsidiaries or (ii) to the knowledge of the Company, any landlord or sub-landlordother parties thereto, as applicable, presently exists under any Real Estate Lease Documents. Neither the The Company nor any of its Subsidiaries has not received written or, to the knowledge of the Company, oral notice of material default or breach under any Real Estate Lease Document which default has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists thatwhich, with or without notice or lapse of time or both, would constitute a material default or breach under any Real Estate Lease Document by the Company or any of its Subsidiaries (as tenant, subtenant or sub-subtenant, as applicable) or by the other parties thereto. Neither the The Company nor any of its Subsidiaries has not subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, Property or portion thereof which sublease or right is still in effect. Neither the The Company nor any of its Subsidiaries has not collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. Except for the The Company has a good and valid leasehold title to each Leased Real Property subject only to Permitted Liens, there exist no Liens affecting the Real Property created by, through or under the Company or any of its Subsidiaries. (d) With respect to each Real Estate Lease Document: (i) since January 1, 2017, to the knowledge of the Company, no security deposit or portion thereof deposited under such Real Estate Lease Document has been applied in respect of a breach or default under such Real Estate Lease Document that has not (A) if and as required by the applicable landlord, been redeposited in full, or (B) been disclosed to Acquiror in writing; and (ii) except as set forth on Schedule 4.19(d)(ii), neither the Company nor any of its Subsidiaries holds a contractual right or obligation to purchase or acquire any material real estate interest. (e) The Company has made available to Acquiror true, correct and complete copies of all documents evidencing title to the Mining Property and to mining claims or similar rights to develop, extract, and otherwise process minerals of all types (including all modifications, amendments, supplements, waivers and side letters thereto) to which the Company or any of its Subsidiaries is a party (the “Mining Documents”), and such deliverables comprise all Mining Documents relating to the Mining Property. The Company and its Subsidiaries have fee title, enforceable leasehold interest or valid unpatented mining claims and unpatented mill site claims to all Mining Property, free and clear of all Liens, except for Permitted Liens. (f) The Company has undivided fee title and/or a valid and enforceable leasehold interest and/or unpatented mining claims and unpatented mill site claims, in the Mining Property and Minerals, together with all easements, rights of way, licenses, privileges, rights and appurtenances thereto, as are necessary for the Company and its Subsidiaries’ mining operations in the ordinary course of business, including, mining, removal, processing, decommissioning, reclamation, and transporting of Minerals, subject only to Permitted Liens. (g) The Real Property constitutes all of the real property used and operated by the Company or its Subsidiaries in the ordinary course of business and in connection with mining operations and mining related activities. No other Person has a right to use or occupy any of the Real Property in a manner that would materially interfere with or impair the conduct of the mining operations of the Company and its Subsidiaries the ordinary course of business, except for any such rights which constitute a Permitted Lien and except as permitted by applicable Law. All mining operations of the Company and its Subsidiaries, current and as proposed in any mining plans, are conducted within the perimeter boundaries of the respective Mining Property and no operations encroach on the lands of any third party. To the knowledge of the Company, the Company has not received notice of any pending condemnation, action in eminent domain, taking, revocation (or intent to revoke), contest action, or notice of failure to pay Bureau of Land Management maintenance fees, by any Governmental Authority with respect to any of the Mining Property that is material to the Company or its Subsidiaries taken as a whole or to the mining operations of the Company and its Subsidiaries in ordinary course of business. All mining and mill site claim maintenance fees together with the applicable forms have been timely paid to the Utah state office of the Bureau of Land Management sufficient to perpetuate any unpatented mining claims. All fees, property tax payments and other obligations arising in connection with the Mining Property have been paid to the applicable Governmental Authority to which such amounts are payable. (h) Neither the Company nor any of its Subsidiaries has received any written notice that remains outstanding as of the date hereof of this Agreement that the current use and occupancy of the Leased Real Property and the improvements thereon (i) are prohibited by any Lien or Law law other than Permitted Liens or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property. (i) Except for Permitted Liens and licenses of Intellectual Property, the Company and its Subsidiaries have good and valid title to the assets of the Company and its Subsidiaries. All owned or leased tangible personal assets of the Company and its Subsidiaries (other than the Real Property) are in all material respects in good working order, repair and operating condition.

Real Property; Assets. (a) Schedule 4.19(a4.17(a) sets forth the address, owner and description of each parcel of Owned Real Property. The Company, or the applicable Subsidiary of the Company that owns the applicable parcel of Owned Real Property, has good and valid title to the Owned Real Property and owns the Owned Real Property free and clear of all Liens, except for Permitted Liens. Except as set forth on Schedule 4.19(a4.17(a), neither the Company nor any other Subsidiary of its Subsidiaries the Company owns any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 4.19(b4.17(b) contains a true, correct and complete list of all Leased Real Property. The Company has made available to Acquiror true, correct and complete copies of the material leases, subleases and occupancy agreements (including all modifications, amendments, supplements, waivers and side letters thereto) for the Leased Real Property to which the Company or any of its Subsidiaries is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. . (c) Each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company or its Subsidiaries, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect, (ii) has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Acquiror and (iii) except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, covers the entire estate it purports to cover, and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and delivery of this Agreement by the Company or the consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle the Surviving Company (or its Subsidiaries) to the exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (cd) No material default by (i) the Company or any of its Subsidiaries or (ii) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Estate Lease Documents. Neither the Company nor any of its Subsidiaries has received written or, to the knowledge of the Company, oral notice of material default under any Real Estate Lease Document which default has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists thatwhich, with or without notice or lapse of time or both, would constitute a material default under any Real Estate Lease Document by the Company or any of its Subsidiaries (as tenant, subtenant or sub-subtenant, as applicable) or by the other parties thereto. Neither the Company nor any of its Subsidiaries has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, Property which sublease or right is still in effect. Neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in the Real Property or any interest therein which is still in effect. Except for the Permitted Liens, there exist no Liens affecting the Real Property created by, through or under the Company or any of its Subsidiaries. (de) With respect to each Real Estate Lease Document: (i) since January 1, 20172016, to the knowledge of the Company, no security deposit or portion thereof deposited under such Real Estate Lease Document has been applied in respect of a breach or default under such Real Estate Lease Document that which has not (A) if and as required by the applicable landlord, been redeposited in full, full or (B) been disclosed to Acquiror in writing; and (ii) except as set forth on Schedule 4.19(d)(ii4.17(e)(ii), neither the Company nor any of its Subsidiaries holds a contractual right or obligation to purchase or acquire any material real estate interest. (e) The Company has made available to Acquiror true, correct and complete copies of all documents evidencing title to the Mining Property and to mining claims or similar rights to develop, extract, and otherwise process minerals of all types (including all modifications, amendments, supplements, waivers and side letters thereto) to which the Company or any of its Subsidiaries is a party (the “Mining Documents”), and such deliverables comprise all Mining Documents relating to the Mining Property. The Company and its Subsidiaries have fee title, enforceable leasehold interest or valid unpatented mining claims and unpatented mill site claims to all Mining Property, free and clear of all Liens, except for Permitted Liens. (f) The Company has undivided fee title and/or a valid and enforceable leasehold interest and/or unpatented mining claims and unpatented mill site claims, in the Mining Property and Minerals, together with all easements, rights of way, licenses, privileges, rights and appurtenances thereto, as are necessary for the Company and its Subsidiaries’ mining operations in the ordinary course of business, including, mining, removal, processing, decommissioning, reclamation, and transporting of Minerals, subject only to Permitted Liens. (g) The Real Property constitutes all of the real property used and operated by the Company or its Subsidiaries in the ordinary course of business and in connection with mining operations and mining related activities. No other Person has a right to use or occupy any of the Real Property in a manner that would materially interfere with or impair the conduct of the mining operations of the Company and its Subsidiaries the ordinary course of business, except for any such rights which constitute a Permitted Lien and except as permitted by applicable Law. All mining operations of the Company and its Subsidiaries, current and as proposed in any mining plans, are conducted within the perimeter boundaries of the respective Mining Property and no operations encroach on the lands of any third party. To the knowledge of the Company, the Company has not received notice of any pending condemnation, action in eminent domain, taking, revocation (or intent to revoke), contest action, or notice of failure to pay Bureau of Land Management maintenance fees, by any Governmental Authority with respect to any of the Mining Property that is material to the Company or its Subsidiaries taken as a whole or to the mining operations of the Company and its Subsidiaries in ordinary course of business. All mining and mill site claim maintenance fees together with the applicable forms have been timely paid to the Utah state office of the Bureau of Land Management sufficient to perpetuate any unpatented mining claims. All fees, property tax payments and other obligations arising in connection with the Mining Property have been paid to the applicable Governmental Authority to which such amounts are payable. (h) Neither the Company nor any of its Subsidiaries has received any written notice that remains outstanding as of the date hereof of this Agreement that the current use and occupancy of the Real Property and the improvements thereon (i) are prohibited by any Lien or Law or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Real Property. (ig) Except for Permitted Liens and licenses of Intellectual Property, the Company and its Subsidiaries have good and valid title to the assets of the Company and its Subsidiaries. All owned or leased tangible personal assets of the Company and its Subsidiaries (other than the Owned Real Property and Leased Real Property) are in all material respects in good working order, repair and operating condition, other than rental fleet under repair or out of service in the ordinary course of business.

Real Property; Assets. (a) Schedule 4.19(a4.18(a) sets forth the address, owner and description of each parcel of Owned Real Property. The Company, or the applicable Subsidiary of the Company that owns the applicable parcel of Owned Real Property, has good and valid title to the Owned Real Property and owns the Owned Real Property free and clear of all Liens, except for Permitted Liens. Except as set forth on Schedule 4.19(a4.18(a), neither the Company nor any of its Subsidiaries owns any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 4.19(b4.18(b) contains a true, correct and complete list of all Leased Real Property. The Company has made available to Acquiror true, correct and complete copies of the material leases, subleases and occupancy agreements (including all modifications, amendments, supplements, waivers and side letters thereto) for the Leased Real Property to which the Company or any of its Subsidiaries is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. . (c) Each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company or its Subsidiaries, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect, (ii) has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Acquiror and (iii) covers the entire estate it purports to cover, and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and delivery of this Agreement by the Company or the consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle the Surviving Company (or its Subsidiaries) to the exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (cd) No material default by (i) the Company or any of its Subsidiaries or (ii) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Estate Lease Documents. Neither the Company nor any of its Subsidiaries has received written or, to the knowledge of the Company, oral notice of material default under any Real Estate Lease Document which default has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists that, with or without notice or lapse of time or both, would constitute a material default under any Real Estate Lease Document by the Company or any of its Subsidiaries (as tenant, subtenant or sub-subtenant, as applicable) or by the other parties thereto. Neither the Company nor any of its Subsidiaries has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, which sublease or right is still in effect. Neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in the Real Property or any interest therein which is still in effect. Except for the Permitted Liens, there exist no Liens affecting the Real Property created by, through or under the Company or any of its Subsidiaries. (de) With respect to each Real Estate Lease Document: (i) since January 1, 20172018, to the knowledge of the Company, no security deposit or portion thereof deposited under such Real Estate Lease Document has been applied in respect of a breach or default under such Real Estate Lease Document that has not (A) if and as required by the applicable landlord, been redeposited in full, or (B) been disclosed to Acquiror in writing; and (ii) except as set forth on Schedule 4.19(d)(ii4.18(e)(ii), neither the Company nor any of its Subsidiaries holds a contractual right or obligation to purchase or acquire any material real estate interest. (e) The Company has made available to Acquiror true, correct and complete copies of all documents evidencing title to the Mining Property and to mining claims or similar rights to develop, extract, and otherwise process minerals of all types (including all modifications, amendments, supplements, waivers and side letters thereto) to which the Company or any of its Subsidiaries is a party (the “Mining Documents”), and such deliverables comprise all Mining Documents relating to the Mining Property. The Company and its Subsidiaries have fee title, enforceable leasehold interest or valid unpatented mining claims and unpatented mill site claims to all Mining Property, free and clear of all Liens, except for Permitted Liens. (f) The Company has undivided fee title and/or a valid and enforceable leasehold interest and/or unpatented mining claims and unpatented mill site claims, in the Mining Property and Minerals, together with all easements, rights of way, licenses, privileges, rights and appurtenances thereto, as are necessary for the Company and its Subsidiaries’ mining operations in the ordinary course of business, including, mining, removal, processing, decommissioning, reclamation, and transporting of Minerals, subject only to Permitted Liens. (g) The Real Property constitutes all of the real property used and operated by the Company or its Subsidiaries in the ordinary course of business and in connection with mining operations and mining related activities. No other Person has a right to use or occupy any of the Real Property in a manner that would materially interfere with or impair the conduct of the mining operations of the Company and its Subsidiaries the ordinary course of business, except for any such rights which constitute a Permitted Lien and except as permitted by applicable Law. All mining operations of the Company and its Subsidiaries, current and as proposed in any mining plans, are conducted within the perimeter boundaries of the respective Mining Property and no operations encroach on the lands of any third party. To the knowledge of the Company, the Company has not received notice of any pending condemnation, action in eminent domain, taking, revocation (or intent to revoke), contest action, or notice of failure to pay Bureau of Land Management maintenance fees, by any Governmental Authority with respect to any of the Mining Property that is material to the Company or its Subsidiaries taken as a whole or to the mining operations of the Company and its Subsidiaries in ordinary course of business. All mining and mill site claim maintenance fees together with the applicable forms have been timely paid to the Utah state office of the Bureau of Land Management sufficient to perpetuate any unpatented mining claims. All fees, property tax payments and other obligations arising in connection with the Mining Property have been paid to the applicable Governmental Authority to which such amounts are payable. (h) Neither the Company nor any of its Subsidiaries has received any written notice that remains outstanding as of the date hereof that the current use and occupancy of the Real Property and the improvements thereon (i) are prohibited by any Lien or Law or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Real Property. (ig) Except for Permitted Liens and licenses of Intellectual PropertyLiens, the Company and its Subsidiaries have good and valid title to the assets of the Company and its Subsidiaries. All owned or leased tangible personal assets of the Company and its Subsidiaries (other than the Owned Real Property and Leased Real Property) are in all material respects in good working order, repair and operating condition.

Real Property; Assets. (a) Schedule 4.19(a4.18(a) sets forth the address, owner and description of each parcel of Owned Real Property. The Company, or the applicable Subsidiary of the Company that owns the applicable parcel of Owned Real Property, has good and valid title to the Owned Real Property and owns the Owned Real Property free and clear of all Liens, except for Permitted Liens. Except as set forth on Schedule 4.19(a4.18(a), neither the Company nor any of its Subsidiaries owns any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 4.19(b4.18(b) contains a true, correct and complete list of all Leased Real Property. The Company has made available to Acquiror true, correct and complete copies of the material leases, subleases and occupancy agreements (including all modifications, amendments, supplements, waivers and side letters thereto) for the Leased Real Property to which the Company or any of its Subsidiaries is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. . (c) Each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company or its Subsidiaries, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect, (ii) has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Acquiror and (iii) covers the entire estate it purports to cover, and, subject to securing the consents or approvals, if any, required under the Real Estate Lease Documents to be obtained from any landlord, or lender to landlord (as applicable), in connection with the execution and delivery of this Agreement by the Company or the consummation of the transaction contemplated hereby by the Company, upon the consummation of the transactions contemplated by this Agreement, will entitle the Surviving Company (or its Subsidiaries) to the exclusive use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (cd) No material default by (i) the Company or any of its Subsidiaries or (ii) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Estate Lease Documents. Neither the Company nor any of its Subsidiaries has received written or, to the knowledge of the Company, oral notice of material default under any Real Estate Lease Document which default has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists that, with or without notice or lapse of time or both, would constitute a material default under any Real Estate Lease Document by the Company or any of its Subsidiaries (as tenant, subtenant or sub-subtenant, as applicable) or by the other parties thereto. Neither the Company nor any of its Subsidiaries has subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, which sublease or right is still in effect. Neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in the Real Property or any interest therein which is still in effect. Except for the Permitted Liens, there exist no Liens affecting the Real Property created by, through or under the Company or any of its Subsidiaries. (de) With respect to each Real Estate Lease Document: (i) since January 1, 2017, to the knowledge of the Company, no security deposit or portion thereof deposited under such Real Estate Lease Document has been applied in respect of a breach or default under such Real Estate Lease Document that has not (A) if and as required by the applicable landlord, been redeposited in full, or (B) been disclosed to Acquiror in writing; and (ii) except as set forth on Schedule 4.19(d)(ii4.18(e)(ii), neither the Company nor any of its Subsidiaries holds a contractual right or obligation to purchase or acquire any material real estate interest. (e) The Company has made available to Acquiror true, correct and complete copies of all documents evidencing title to the Mining Property and to mining claims or similar rights to develop, extract, and otherwise process minerals of all types (including all modifications, amendments, supplements, waivers and side letters thereto) to which the Company or any of its Subsidiaries is a party (the “Mining Documents”), and such deliverables comprise all Mining Documents relating to the Mining Property. The Company and its Subsidiaries have fee title, enforceable leasehold interest or valid unpatented mining claims and unpatented mill site claims to all Mining Property, free and clear of all Liens, except for Permitted Liens. (f) The Company has undivided fee title and/or a valid and enforceable leasehold interest and/or unpatented mining claims and unpatented mill site claims, in the Mining Property and Minerals, together with all easements, rights of way, licenses, privileges, rights and appurtenances thereto, as are necessary for the Company and its Subsidiaries’ mining operations in the ordinary course of business, including, mining, removal, processing, decommissioning, reclamation, and transporting of Minerals, subject only to Permitted Liens. (g) The Real Property constitutes all of the real property used and operated by the Company or its Subsidiaries in the ordinary course of business and in connection with mining operations and mining related activities. No other Person has a right to use or occupy any of the Real Property in a manner that would materially interfere with or impair the conduct of the mining operations of the Company and its Subsidiaries the ordinary course of business, except for any such rights which constitute a Permitted Lien and except as permitted by applicable Law. All mining operations of the Company and its Subsidiaries, current and as proposed in any mining plans, are conducted within the perimeter boundaries of the respective Mining Property and no operations encroach on the lands of any third party. To the knowledge of the Company, the Company has not received notice of any pending condemnation, action in eminent domain, taking, revocation (or intent to revoke), contest action, or notice of failure to pay Bureau of Land Management maintenance fees, by any Governmental Authority with respect to any of the Mining Property that is material to the Company or its Subsidiaries taken as a whole or to the mining operations of the Company and its Subsidiaries in ordinary course of business. All mining and mill site claim maintenance fees together with the applicable forms have been timely paid to the Utah state office of the Bureau of Land Management sufficient to perpetuate any unpatented mining claims. All fees, property tax payments and other obligations arising in connection with the Mining Property have been paid to the applicable Governmental Authority to which such amounts are payable. (h) Neither the Company nor any of its Subsidiaries has received any written notice that remains outstanding as of the date hereof that the current use and occupancy of the Real Property and the improvements thereon (i) are prohibited by any Lien or Law or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Real Property. (ig) Except for Permitted Liens and licenses of Intellectual Property, the Company and its Subsidiaries have good and valid title to the assets of the Company and its Subsidiaries. All owned or leased tangible personal assets of the Company and its Subsidiaries (other than the Owned Real Property and Leased Real Property) are in all material respects in good working order, repair and operating condition.