Real Property Matters. (a) Other than Permitted Encumbrances, Shoreline (i) is the absolute legal and beneficial owner of the Purchased Assets, (ii) is or will be the registered owner of the Properties as at the Closing Date and (iii) holds either freehold title, leases, concessions, claims, options or participating interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which each Property is located (collectively, "Property Rights"), in respect of the Mineral Rights located in each Property, under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit Shoreline to explore, develop or mine (as the case may be) mineral deposits relating thereto and, except for Permitted Encumbrances, Shoreline holds an interest in each Property free and clear of any Encumbrances. (b) To Shoreline's knowledge, except as disclosed in Schedule "H" under the heading "Royalties", there are no royalty or similar obligations in place with respect to the Properties. (c) To Shoreline's knowledge, all rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, with respect to, or on account of, the Properties, have been: (i) duly paid; (ii) duly performed; or (iii) provided for. (d) To Shoreline’s knowledge, there are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect Shoreline's interest in the Properties or any of the Property Rights. (e) To Shoreline's knowledge, all of the Property Rights have been properly located and recorded in material compliance with applicable Law and are comprised of valid and subsisting mineral claims in all material respects. (f) To Shoreline’s knowledge, the Property Rights are in good standing under Law 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. (g) To Shoreline’s knowledge, there is no material adverse claim, existing or threatened, against or challenge to the title to or ownership of any of the Property Rights, Mineral Rights, Authorizations including any asserted aboriginal title or other rights from First Nations, Métis, tribal or native authorities, communities or groups, and Government Entity. (h) To Shoreline's knowledge, the Purchased Assets and Mineral Rights are not within any protected area, conservation area, rescued area, reserve, reservation, reserved area, resource management zone, traditional aboriginal lands, aboriginal treaty lands or special needs lands as designated by any Governmental Entity which would materially impair the operation and further development of the Purchased Assets. (i) Shoreline does not have knowledge of any actual or threatened claim that would reasonably be expected to materially and adversely affect the right of Shoreline to transfer the Properties. (j) Shoreline does not occupy any premises as tenant in respect of any of the Properties. (k) No legal or governmental proceedings or inquiries are pending to which Shoreline is a party or to which either of the Properties is subject that would result in revocation or modification of any certificate, authority, permit or licence related to a Property and, to Shoreline's knowledge, no such legal or governmental proceedings or inquiries are pending or threatened.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Klondex Mines LTD), Asset Purchase Agreement (Klondex Mines LTD), Asset Purchase Agreement (Klondex Mines LTD)
Real Property Matters. (a) Other than Permitted Encumbrances, Shoreline (i) Canadian Arrow or Legendary is the absolute legal legal, registered and beneficial owner of the Purchased Assets, (ii) is or will be the registered owner of the Properties as at the Closing Date Assets and (iii) holds either freehold title, leases, concessions, claims, options or participating interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which each Property is located Ontario or Québec (collectively, "“Property Rights"”), in respect of the Mineral Rights located in each Propertythe Property in which Tartisan has an interest, under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit Shoreline Canadian Arrow and Legendary to explore, develop or and mine (as the case may be) mineral deposits relating thereto and, except for Permitted Encumbrances, Shoreline holds Canadian Arrow and Legendary, as the case may be, hold an interest in each the Property free and clear of any EncumbrancesEncumbrances and no commission, licence fee or similar payment to any Person with respect to the Property is payable.
(b) To Shoreline's knowledge, except as disclosed in Schedule "H" under the heading "Royalties", there There are no royalty or similar obligations in place with respect to the PropertiesProperty other than the Existing Royalty.
(c) To Shoreline's knowledge, all rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, with respect to, or on account of, the Properties, have been: (i) duly paid; (ii) duly performed; or (iii) provided for.
(d) To Shoreline’s knowledge, there There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect Shoreline's interest in the Properties or any of the Property RightsProperty.
(ed) To Shoreline's knowledge, all All of the Property Rights have been properly located and recorded in material compliance with applicable Law and are comprised of valid and subsisting mineral claims in all material respectsclaims.
(fe) To Shoreline’s knowledge, the The Property Rights are in good standing under Law andapplicable Law, and will be in good standing as at the Closing Date, 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.
(gf) To Shoreline’s knowledge, there There is no material adverse claim, existing known, threatened or threatenedin process, against or challenge to the title to or ownership of any of the Property Rights, Mineral Rights, Authorizations including any asserted aboriginal title or other rights from First Nations, Métis, tribal or native authorities, communities or groups, and Government EntityGovernmental Entities.
(hg) To Shoreline's knowledge, No portion of the Purchased Assets and Mineral Rights are not is within any protected area, conservation area, rescued area, reserve, reservation, reserved area, resource management zone, traditional aboriginal lands, aboriginal treaty lands zones or special needs lands as designated by any Governmental Entity which would could materially impair the operation and further development of the Purchased Assets.
(ih) Shoreline Tartisan does not have knowledge know of any actual claim or threatened the basis for any claim that would could reasonably be expected to materially and adversely affect the right of Shoreline Tartisan to use, transfer or otherwise explore, develop or mine mineral deposits on the PropertiesProperty.
(j) Shoreline does not occupy any premises as tenant in respect of any of the Properties.
(ki) No legal or governmental proceedings or inquiries are pending to which Shoreline Tartisan is a party or to which either of the Properties is Property are subject that would result in the revocation or modification of any certificate, authority, permit or licence related to a Property the Property, or necessary for the business or operations contemplated to be carried on in respect thereof and, to Shoreline's knowledgethe knowledge of Tartisan, no such legal or governmental proceedings or inquiries are pending pending, threatened or threatenedbeing contemplated.
Appears in 2 contracts
Samples: Property Purchase Agreement, Property Purchase Agreement
Real Property Matters. (a) Other than Permitted Encumbrances, Shoreline (iSection 4.8(a) is the absolute legal and beneficial owner of the Purchased Assets, Disclosure Schedule contains a true and complete list of all the real property owned in fee by HNS or any of its Affiliates used primarily in connection with the Business (ii) is or will be the registered owner of the Properties as at the Closing Date “Owned Real Property”). HNS and (iii) holds either freehold title, leases, concessions, claims, options or participating interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which each Property is located (collectively, "Property Rights"), in respect of the Mineral Rights located in each Property, under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit Shoreline to explore, develop or mine (as the case may be) mineral deposits relating thereto and, except for Permitted Encumbrances, Shoreline holds an interest in each Property free and clear of any Encumbrances.
(b) To Shoreline's knowledge, except as disclosed in Schedule "H" under the heading "Royalties", there are no royalty or similar obligations in place with respect to the Properties.
(c) To Shoreline's knowledge, all rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performableits Affiliates, as the case may be, with respect tohas good, or on account ofvalid, the Propertiesfee simple and marketable title to each parcel of Owned Real Property, have been: including all buildings, structures, fixtures and improvements located thereon, in each case, free and clear of all Encumbrances, except (i) duly paid; Permitted Encumbrances, (ii) duly performed; liens for Taxes and general and special assessments not in default and payable without penalty and interest or which are being contested in good faith by appropriate proceedings, and (iii) provided for.
(d) To Shorelineother Encumbrances which, individually or in the aggregate, would not reasonably be expected to materially interfere with HNS’s knowledgeor the Affiliates’, there as the case may be, use and enjoyment of such Owned Real Property for the Business. There are no back-in rightsoutstanding contracts for the sale of any of the Owned Real Property. There are no leases, earn-in rightssubleases, licenses, concessions or any other Contracts, options or rights of first refusal or similar provisions agreements granting to any Person other than HNS, or rights which would affect Shoreline's interest in its Affiliates, as the Properties or case may be, any of the Property Rights.
(e) To Shoreline's knowledge, all of the Property Rights have been properly located and recorded in material compliance with applicable Law and are comprised of valid and subsisting mineral claims in all material respects.
(f) To Shoreline’s knowledge, the Property Rights are in good standing under Law 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.
(g) To Shoreline’s knowledge, there is no material adverse claim, existing or threatened, against or challenge right to the title to possession, use, occupancy or ownership enjoyment of any of the Owned Real Property Rightsor any portion thereof. No Owned Real Property is subject to any pending or, Mineral Rightsto the Knowledge of HNS, Authorizations including threatened condemnation Proceeding by any asserted aboriginal title or other rights from First Nations, Métis, tribal or native authorities, communities or groups, and Government EntityGovernmental Authority.
(hb) To Shoreline's knowledgeExcept for the Excluded Real Property Leases, Section 4.8(b) of the Disclosure Schedule contains a true and complete list of all leases, subleases, sub-subleases, licenses and other agreements under which HNS or any of its Affiliates leases, subleases, licenses, uses or occupies (whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement) or has the right to use, occupy, or purchase, now or in the future, any real property that is used primarily in connection with the Business (collectively, the Purchased Assets “Real Property Leases,” and Mineral Rights are the property subject to the Real Property Leases together with the Owned Real Property, the “Real Property”). HNS has furnished to the Investor, or otherwise made available for the Investor’s review in HNS’s data room, true, correct and complete copies of all Real Property Leases or has furnished the material terms thereof if no true and complete copy is available. Each Real Property Lease is in full force and effect and constitutes the valid and legally binding obligation of HNS or one of its Affiliates, as the case may be, enforceable against HNS or such Affiliate, in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers, and subject to the limitations imposed by general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity). Except as would not within any protected area, conservation area, rescued area, reserve, reservation, reserved area, resource management zone, traditional aboriginal lands, aboriginal treaty lands or special needs lands as designated by any Governmental Entity which would materially impair the operation and further development of the Purchased Assets.
(i) Shoreline does not have knowledge of any actual or threatened claim that would reasonably be expected to materially and adversely affect have, individually or in the right aggregate, a Material Adverse Effect on the Business, with respect to each Real Property Lease (i) there is no default or event which, with notice or lapse of Shoreline to transfer time or both, would constitute a default on the Properties.
(j) Shoreline does not occupy any premises part of HNS or such Affiliate, as tenant in respect of any of the Properties.
(k) No legal or governmental proceedings or inquiries are pending to which Shoreline is a party or to which either of the Properties is subject that would result in revocation or modification of any certificatecase may be, authority, permit or licence related to a Property andor, to Shoreline's knowledgethe Knowledge of HNS, no any other party thereto and (ii) neither HNS nor such legal Affiliate, as the case may be, has assigned, sublet or governmental transferred its leasehold interest. HNS or the applicable Affiliate has a good and valid leasehold interest in each Real Property Lease free and clear of all Encumbrances, except (i) Permitted Encumbrances, (ii) liens for Taxes and general and special assessments not in default and payable without penalty or interest or which are being contested in good faith by appropriate proceedings and (iii) other liens which do not materially interfere with HNS’s or inquiries are pending or threatenedsuch Affiliate’s use and enjoyment of such Real Property Lease for the Business.
Appears in 1 contract
Samples: Contribution and Membership Interest Purchase Agreement (Directv Group Inc)
Real Property Matters. (a) Other than Permitted Encumbrances, Shoreline Schedule 4.15(a) sets forth a complete list of (i) is all real property and interests in real property owned in fee by the absolute legal Company (individually, an "Owned Property" and beneficial owner of collectively, the Purchased Assets"Owned Properties"), and (ii) is or will be all real property and interests in real property leased by the registered owner of Company (individually, a "Real Property Lease" and the Properties as at the Closing Date and (iii) holds either freehold title, real properties specified in such leases, concessionstogether with the Owned Properties, claims, options or participating interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which each Property is located (collectively, being referred to herein individually as a "Property Rights"), in respect of the Mineral Rights located in each Company Property, under valid, subsisting " and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit Shoreline to explore, develop or mine (collectively as the case may be"Company Properties") mineral deposits relating thereto andas lessee or lessor. The Company has good and marketable fee title to all Owned Properties, except for Permitted Encumbrances, Shoreline holds an interest in each Property free and clear of all Liens of any Encumbrances.
nature whatsoever except (bA) To Shoreline's knowledgeLiens set forth on Schedule 4.15(a) and (B) Permitted Exceptions. The Company Properties constitute all interests in real property currently used or currently held for use in connection with the Business and which are necessary for the continued operation of the Business as the business is currently conducted. The Company has a valid and enforceable leasehold interest under each of the Real Property Leases, except subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as disclosed to enforceability, to general principles of equity (regardless of whether enforcement is sought in Schedule "H" under a proceeding at law or in equity), and the heading "Royalties", there are no royalty Company has not received any written notice of any default or similar obligations in place event that with respect to the Properties.
(c) To Shoreline's knowledge, all rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payablenotice or lapse of time, or performableboth, as would constitute a default by the case may be, with respect to, or on account of, the Properties, have been: (i) duly paid; (ii) duly performed; or (iii) provided for.
(d) To Shoreline’s knowledge, there are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect Shoreline's interest in the Properties or Company under any of the Real Property Rights.
(e) To Shoreline's knowledge, all Leases. All of the Property Rights have been properly located Company Property, buildings, fixtures and recorded in material compliance with applicable Law and are comprised of valid and subsisting mineral claims in all material respects.
(f) To Shoreline’s knowledge, improvements thereon owned or leased by the Property Rights Company are in good standing under Law and, all work required operating condition and repair (subject to be performed normal wear 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.
(g) To Shoreline’s knowledge, there is no material adverse claim, existing or threatened, against or challenge to the title to or ownership of any of the Property Rights, Mineral Rights, Authorizations including any asserted aboriginal title or other rights from First Nations, Métis, tribal or native authorities, communities or groups, and Government Entity.
(h) To Shoreline's knowledge, the Purchased Assets and Mineral Rights are not within any protected area, conservation area, rescued area, reserve, reservation, reserved area, resource management zone, traditional aboriginal lands, aboriginal treaty lands or special needs lands as designated by any Governmental Entity which would materially impair the operation and further development of the Purchased Assetstear).
(i) Shoreline does not have knowledge For purposes of this Agreement, “Lien” shall mean debts, liabilities, commitments, obligations, duties and responsibilities of any actual kind and description, whether absolute or threatened claim that would reasonably be expected to materially and adversely affect the right of Shoreline to transfer the Properties.
(j) Shoreline does not occupy any premises as tenant in respect contingent, monetary or non-monetary, direct or indirect, known or unknown or matured or unmatured, or of any of the Propertiesother nature.
(k) No legal or governmental proceedings or inquiries are pending to which Shoreline is a party or to which either of the Properties is subject that would result in revocation or modification of any certificate, authority, permit or licence related to a Property and, to Shoreline's knowledge, no such legal or governmental proceedings or inquiries are pending or threatened.
Appears in 1 contract
Real Property Matters. (a) Other than Permitted EncumbrancesEncumbrances and as otherwise set out in the Pretium Disclosure Letter, Shoreline (i) Pretium is the absolute legal 100% legal, registered and beneficial owner of the Purchased Assets, (ii) is or will be the registered owner of the Properties as at the Closing Date Assets and (iii) holds either freehold title, leases, concessions, claims, options or participating interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which each Property is located British Columbia (collectively, "“Property Rights"”), in respect of the Mineral Rights located in each Propertythe Property in which Pretium has an interest, under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit Shoreline to explore, develop or mine (as the case may be) mineral deposits relating thereto instruments and, except for Permitted Encumbrances, Shoreline Pretium holds an interest in each the Property free and clear of any Encumbrances.
(b) To Shoreline's knowledge, except as disclosed in Schedule "H" under the heading "Royalties", there There are no royalty or similar obligations in place with respect to the PropertiesProperty other than the Existing Royalties.
(c) To Shoreline's knowledge, all rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, with respect to, or on account of, the Properties, have been: (i) duly paid; (ii) duly performed; or (iii) provided for.
(d) To Shoreline’s knowledge, there There are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect Shoreline's interest in the Properties or any of the Property RightsProperty.
(ed) To Shoreline's knowledge, all All of the Property Rights have been properly located and recorded in material compliance with applicable Law and are comprised of valid and subsisting mineral claims in all material respectsclaims.
(fe) To Shoreline’s knowledge, the The Property Rights are in good standing under Law andLaw, 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.
(gf) To Shoreline’s knowledgethe knowledge of Pretium, except as set out in the Pretium Disclosure Letter, there is no material adverse claim, existing known, threatened or threatenedin process, against or challenge to the title to or ownership of any of the Property Rights, Mineral Rights, Authorizations including any asserted aboriginal title or other rights from First Nationsaboriginal peoples, Métis, tribal first nations or native treaty nations authorities, communities or groups, and Government EntityGovernmental Entities.
(hg) To Shoreline's knowledgethe knowledge of Pretium, other than Permitted Encumbrances, no portion of the Purchased Assets and Mineral Rights are not is within any protected area, conservation area, rescued area, reserve, reservation, reserved area, resource management zone, traditional aboriginal lands, aboriginal treaty lands zones or special needs lands as designated by any Governmental Entity which would could materially impair the operation and further development of the Purchased Assets.
(h) All Property Rights in respect of the Property have been validly registered and recorded in accordance with Law and are valid and subsisting; and each of the Property Rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of Pretium.
(i) Shoreline To the knowledge of Pretium, no restrictions have been imposed by any Governmental Authority on the rights of entry and exit to and from the Property nor has there been any interference from any other Person with respect to access rights.
(j) To the knowledge of Pretium, any assessment reports filed by Pretium or its affiliates with the applicable Mineral Titles Branch office with respect to assessment work conducted on Property are accurate in all material respects.
(k) Pretium does not have knowledge know of any actual claim or threatened the basis for any claim that would could reasonably be expected to materially and adversely affect the right of Shoreline Pretium to use, transfer or otherwise explore, develop or mine mineral deposits on the PropertiesProperty.
(j) Shoreline does not occupy any premises as tenant in respect of any of the Properties.
(kl) No legal or governmental proceedings or inquiries are pending to which Shoreline Pretium is a party or to which either of the Properties Property is subject that would result in the revocation or modification of any certificate, authority, permit or licence Authorization related to a Property the Property, or necessary for the business or operations contemplated to be carried on in respect thereof and, to Shoreline's knowledgethe knowledge of Pretium, no such legal or governmental proceedings or inquiries are pending pending, threatened or threatenedbeing contemplated.
Appears in 1 contract
Samples: Property Purchase Agreement (Pretium Resources Inc.)
Real Property Matters. (a) Other than Permitted EncumbrancesSchedule 3.3(a) contains a true, Shoreline correct and complete list of any Contracts, including the Site Control Documents, that provide Seller with any rights in or to real property (i) is “Real Property Contracts”), including rights in the absolute legal and beneficial owner nature of leases, easements, licenses, rights of way, franchise agreements, restrictive covenants, purchase agreements, agreements to relinquish or limit surface access rights with regards to minerals, options to purchase or lease, or applications for or bids to Governmental Authorities with respect to any of the Purchased Assets, (ii) is or will be the registered owner of the Properties as at the Closing Date and (iii) holds either freehold title, leases, concessions, claims, options or participating foregoing interests or other conventional in real property or proprietary interests or rights, recognized in the jurisdiction in which each Property is located (collectively, "“Real Property Rights"Interests”), as well as leases (including farm and grazing leases) and other agreements that grant or purport to grant, or reserve or purport to reserve, to third parties, interests in or to the land which is subject to Real Property Interests (“Third Party Property Interests”). True, correct and complete copies of the Real Property Contracts have been delivered to Buyers’ Agent. Seller holds no Real Property Interests other than those that are set forth in such Real Property Contracts. Except as set forth in Schedule 3.3(a), neither Seller, nor to Seller’s Knowledge, any counterparty thereto, is in default in any material respect of any obligation with respect to the Mineral Rights located Real Property Contracts. Except as set forth in Schedule 3.3(a), each Propertyof the Real Property Interests granted by a Real Property Contract provides legal, under valid, subsisting and enforceable title documents or other recognized rights in favor of Seller and enforceable agreements or instrumentsconstitutes a legal, sufficient to permit Shoreline to explore, develop or mine (as the case may be) mineral deposits relating thereto valid and binding obligation of Seller and, except to Seller’s Knowledge, of the other parties thereto. True, correct and complete copies of all title reports, surveys, mineral reports for Permitted Encumbrancesany severed minerals (including any evaluation as to feasibility or likelihood of mineral extraction and any separate chain of title for severed minerals), Shoreline holds an interest material records searches (for any governmental records not included in each Property free any title reports) and clear of any Encumbrancesexception documents referenced in such reports, policies, or searches have been delivered to Buyers’ Agent.
(b) To Shoreline's knowledge, except Except as disclosed set forth in Schedule "H" under 3.3(b), Seller has not received any written notice of any appropriation, condemnation or like proceeding, or of any violation of any applicable zoning or land use law, regulation or rule or other law, Order, regulation, rule or requirement relating to or affecting any of the heading "Royalties", there are no royalty or similar obligations in place with respect to the PropertiesReal Property Interests.
(c) To Shoreline's knowledgeExcept as set forth in Schedule 3.3(c), all rentalsSeller has not previously severed any mining, royaltiesmineral or water rights from any of the Real Property Interests and has disclosed to Exercising Buyers any information regarding any severed mining, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, mineral or performable, as water rights affecting the case may be, with respect to, or on account of, the Properties, have been: (i) duly paid; (ii) duly performed; or (iii) provided forReal Property Interests.
(d) To Shoreline’s knowledgeExcept as set forth in Schedule 3.3(d), there are no back-in rightsother than with respect to the Real Property Contracts or Permits, earn-in rights, rights of first refusal Seller has not received any written notice that any agreements with any Governmental Authority or similar provisions public or rights which would private utility affect Shoreline's interest in the Properties or any of the Real Property RightsInterests.
(e) To Shoreline's knowledge, all None of the Real Property Rights have been properly located and recorded in material compliance with applicable Law and are comprised of valid and subsisting mineral claims in all material respects.
(f) To Shoreline’s knowledge, the Property Rights are in good standing under Law and, all work required to be performed and filed in respect thereof Interests has been performed designated as Border Zone Property under the provisions of California Health and filedSafety Code, all TaxesSections 25220 et seq. or any regulation adopted in accordance therewith, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
(g) To Shorelineto Seller’s knowledgeKnowledge, there is has been no material adverse claim, existing occurrence or threatened, against or challenge to the title to or ownership of condition on any real property adjoining any of the Real Property Rights, Mineral Rights, Authorizations including Interests that is reasonably likely to cause such Real Property Interest or any asserted aboriginal title or other rights from First Nations, Métis, tribal or native authorities, communities or groups, and Government Entitypart thereof to be designated as border zone property.
(h) To Shoreline's knowledge, the Purchased Assets and Mineral Rights are not within any protected area, conservation area, rescued area, reserve, reservation, reserved area, resource management zone, traditional aboriginal lands, aboriginal treaty lands or special needs lands as designated by any Governmental Entity which would materially impair the operation and further development of the Purchased Assets.
(i) Shoreline does not have knowledge of any actual or threatened claim that would reasonably be expected to materially and adversely affect the right of Shoreline to transfer the Properties.
(j) Shoreline does not occupy any premises as tenant in respect of any of the Properties.
(k) No legal or governmental proceedings or inquiries are pending to which Shoreline is a party or to which either of the Properties is subject that would result in revocation or modification of any certificate, authority, permit or licence related to a Property and, to Shoreline's knowledge, no such legal or governmental proceedings or inquiries are pending or threatened.
Appears in 1 contract
Samples: Power Sales Agreement