REPRESENTATIONS AND WARRANTIES OF NEWMONT. As of the date hereof and again as of the Closing Date, Newmont represents and warrants to Barrick that, except as set forth in the Newmont Disclosure Letter:
REPRESENTATIONS AND WARRANTIES OF NEWMONT. NEWMONT represents and warrants to SEABRIDGE that: (i) it is a corporation duly incorporated and validly subsisting under the laws of the jurisdiction of its incorporation; (ii) all requisite corporate acts and proceedings have been done and taken by it with respect to entering into this Agreement and the transactions contemplated herein and therein; (iii) it has the requisite corporate power and authority to enter into this Agreement and to perform its respective obligations hereunder; (iv) this Agreement has been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms; (v) it has all necessary corporate power to own or lease the Property and is registered as required and in good standing with respect to the filing of returns under the laws of all jurisdictions in which the failure to so register or file would have a material adverse effect on it or its properties, including the Property; (vi) to the best knowledge of NEWMONT, except for the rights of TOTAL pursuant to the Joint Venture Agreement and the rights of SEABRIDGE pursuant to this Agreement, no person, firm or corporation as a result of any action by, through or under NEWMONT has any agreement, option or right, title or interest, or right capable of becoming an agreement, option or right, title or interest (including royalty obligations of any kind), in or to the Property; (vii) to the best knowledge of NEWMONT, NEWMONT is listed as the sole registered owner of the Property in the records of the Mining Recorder in Yellowknife, Northwest Territories, and the legal and beneficial owner of an undivided fifty one percent (51%) right, title and interest in and to the Property, free and clear of all liens, mortgages, charges, pledges, security interests, encumbrances, equities or claims, created by, through or under NEWMONT, such rights, titles and interests of NEWMONT are in good standing in accordance with and pursuant to applicable law and the Mining Leases have been properly applied for, granted, recorded and/or registered in accordance with applicable law; (viii) the execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby, do not and will not result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party and by which it is bound to which the Property is subject, nor will su...
REPRESENTATIONS AND WARRANTIES OF NEWMONT. 31 7.1 Existence 31 7.2 Execution, Delivery and Enforceability 32 7.3 No Conflict 32 7.4 No Other Agreements to Purchase; No Options 32 7.5 Ownership of the Newmont Contributed Assets 32 7.6 Undisclosed Liabilities 32 Article 8 CLOSING CONDITIONS 33 8.1 Mutual Conditions of Closing 33 8.2 Closing Conditions in Favour of Barrick 33 8.3 Closing Conditions in Favour of Newmont 34 Article 9 SURVIVAL AND INDEMNIFICATION 35 9.1 Survival of Representations, Warranties and Covenants 35 9.2 Indemnification by Barrick 35 9.3 Indemnification by Newmont 35 9.4 Limitation of Liability 36 9.5 Notice of Claim 37 9.6 Direct Claims 38 9.7 Third Party Claims 38 9.8 One Recovery 40 9.9 Duty to Mitigate 40 9.10 Adjustments 40 9.11 Exclusivity 41 Article 10 TERMINATION 41 10.1 Termination 41 10.2 Effect of Termination 42 10.3 Surviving Provisions on Termination 42 10.4 Remedies 42 Article 11 GENERAL PROVISIONS 42 11.1 Notices 42 11.2 Governing Law 44 11.3 Waiver of Jury Trial 44 11.4 Entire Agreement 44 11.5 Severability 44 11.6 No Waiver 45 11.7 Further Assurances 45 11.8 Amendments 45 11.9 Assignment 45 11.10 Enurement 45 11.11 Fees and Commissions 45
REPRESENTATIONS AND WARRANTIES OF NEWMONT. Newmont represents and warrants to and in favour of each other Party as follows and acknowledges that such Parties are relying upon such representations and warranties:
REPRESENTATIONS AND WARRANTIES OF NEWMONT. 34 4.1 Representations and Warranties 34 4.2 Disclaimer 34 4.3 Survival of Representations and Warranties 34
REPRESENTATIONS AND WARRANTIES OF NEWMONT. Defined Terms As used in this schedule, capitalized terms have the meanings ascribed thereto in the Arrangement Agreement to which this schedule is appended, and the following terms have the following meanings:
REPRESENTATIONS AND WARRANTIES OF NEWMONT. The sale of the Purchased Securities by the Corporation to you is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities. Accordingly, you hereby represent and warrant that Newmont is resident in and has its head office in the Province of Ontario and is an “accredited investor” as defined in NI 45-106 by virtue of (Redacted text for confidentiality). By your acceptance of this Agreement, you represent and warrant to the Corporation (which representations and warranties shall survive the Closing) that:
REPRESENTATIONS AND WARRANTIES OF NEWMONT. The sale of the Purchased Securities by the Corporation to you is conditional upon such sale being exempt from the requirements as to the filing of a prospectus and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities. Accordingly, you hereby represent and warrant that Newmont is resident in and has its head office in the Province of Ontario and is an “accredited investor” as defined in NI 45-106. By your acceptance of this Agreement, you represent and warrant to the Corporation (which representations and warranties shall survive the Closing) that:
REPRESENTATIONS AND WARRANTIES OF NEWMONT. 4 C. Survival of Representations, Warranties and Covenants 4 D. Exchangeable Shares Held by New Newmont.............. 4
REPRESENTATIONS AND WARRANTIES OF NEWMONT. Newmont represents and warrants to Franco-Nevada as to those matters set forth in Schedule G (and acknowledges that Franco-Nevada is relying on such representations and warranties in entering into this agreement and completing the Transactions).
