Royalty Agreements. The Borrower shall, and shall cause each of its Subsidiaries to, timely pay all amounts owing pursuant to any royalty agreement to which the Borrower or any of its Subsidiaries is a party except where the failure to do so (a) does not materially impair the ability of the Borrower and its Subsidiaries to use the Property subject to any Lien created by such royalty agreement in its business and (b) could not reasonably be expected to result in a Material Adverse Change.
Royalty Agreements. Schedule 1.1(a) sets forth a complete and accurate list of all Royalty Agreements of each Credit Party relating to a Material Royalty and in effect as of the Execution Date. Each Royalty Agreement relating to a Material Royalty is (i) a legal, valid and binding obligation of the Credit Party that is a party thereto, and to each Credit Party’s knowledge, each other party thereto, and (ii) other than as set forth in Schedule 3.12, each such Royalty Agreement is, and after giving effect to the transactions contemplated by the Credit Documents will be, in full force and effect in accordance with the terms thereof. To the extent requested by the Administrative Agent, the Borrower has delivered or made available to the Administrative Agent a true and complete copy of each Royalty Agreement listed on Schedule 1.1(a). No Credit Party is in breach of or in default under any Royalty Agreement relating to a Material Royalty. As of the Execution Date and since the date thereof, other than as set forth on Schedule 3.12, no Credit Party has made any unresolved allegation that any counterparty to a Material Contract has breached or defaulted under any such agreement in a material respect, except for allegations of breach or default that a Credit Party has diligently pursued and resolved within thirty (30) days of obtaining knowledge thereof and which has not had, and would not reasonably be likely to have, a Material Adverse Effect during such period of time. To the knowledge of each Credit Party, other than as set forth on Schedule 3.12, no counterparty to any Material Contract is in material breach of or in material default of any such Material Contract, except for allegations of breach or default that a Credit Party is diligently pursuing and will resolve within thirty (30) days of obtaining knowledge thereof and which breach or default has not had, and would not reasonably be likely to have, a Material Adverse Effect.
Royalty Agreements. Any event or circumstance shall occur:
(a) which constitutes an event of default (howsoever denominated) under or a breach of the Acquisition Agreement or any Royalty Agreement by an Obligor; or
(b) as a result of which any party to the Acquisition Agreement or a Royalty Agreement (other than an Obligor) shall be permitted to terminate the Acquisition Agreement or such Royalty Agreement.
Royalty Agreements. Except where such payment is excluded by, or is otherwise prohibited by the provisions of the Bankruptcy Code or order of the Bankruptcy Court, the Borrower shall, and shall cause each of its Subsidiaries to, timely pay all amounts owing pursuant to any royalty agreement to which the Borrower or any of its Subsidiaries is a party except where the failure to do so (a) does not materially impair the ability of the Borrower and its Subsidiaries to use the Property subject to any Lien created by such royalty agreement in its business and (b) could not reasonably be expected to result in a Material Adverse Change.
Royalty Agreements. The Borrower shall not permit Marigold Mining Company to amend or modify the Existing Royalty Agreements in any manner that increases or accelerates (or may potentially increase or accelerate) its liabilities thereunder; provided that the UNR Lease may be amended to allow for an increased upfront payment or annual instalment payments (or any combination thereof) in an aggregate amount of not more than U.S.$30,000,000 in return for a decrease in the production royalty.
Royalty Agreements. The form of royalty agreement in place between the Companies and each of the Subsidiaries is attached hereto as Exhibit 5.
Royalty Agreements. A “Purchase Option Event”, as defined in the Royalty Assignment Agreement, shall have occurred and the Trust shall have commenced the exercise of the purchase option pursuant to Section 5.07 of the Royalty Assignment Agreement (or the Trust shall have given written notice to Borrower of its intention to exercise such purchase option), or any “Event of Default”, as such term is defined in the Royalty Security Agreement, shall have occurred and the Trust shall have commenced the exercise of remedies under the Royalty Security Agreement (or the Trust shall have given written notice to a Borrower of its intention to exercise such remedies).
Royalty Agreements. Any event or circumstance shall occur, as a result of which a party to a Royalty Agreement (in this section 8.1(12), the "relevant Royalty Agreement") has suspended operations or payments under the relevant Royalty Agreement; provided that an Event of Default shall not 190695 v4 be considered to have occurred under this section 8.1(12) with respect to the relevant Royalty Agreement in the following events or circumstances:
(a) an Event of Default under section 8.1(11) has not occurred;
(b) the aggregate number of days comprised in all suspensions of operations or payments under this proviso to section 8.1(12) in respect of the relevant Royalty Agreement does not exceed 30 in any period of 12 consecutive months; and
(c) the aggregate amount of foregone Royalties as a result of all suspensions of operations or payments under this proviso to section 8.1(12) in respect of all Royalty Agreements does not exceed US$150,000 in any period of 12 consecutive months.
Royalty Agreements. Schedule 1.1(b) sets forth a complete and accurate list of all Royalty Agreements of each Borrower in effect as of the Closing Date; each Royalty Agreement is a legal, valid and binding obligation of the Borrower that is a party thereto, and to each Borrower’s knowledge, each other party thereto. Other than as set forth in Schedule 5.9, each such Royalty Agreement is, and after giving effect to the transactions contemplated by the Loan Documents will be, in full force and effect in accordance with the terms thereof. The Borrowers have delivered or made available to the Lender a true and complete copy of each Royalty Agreement required to be listed on Schedule 1.1(b). No Borrower is in breach of or in default under any Royalty Agreement. No Borrower has alleged that any Royalty Agreement counterparty has breached or defaulted under any Royalty Agreement. To the knowledge of each Borrower, no counterparty to any Royalty Agreement is in breach of or in default of any Royalty Agreement.
Royalty Agreements. Each of the agreements and other documents and instruments pursuant to which the Company and the Material Subsidiary hold the Material Royalties (including any interest in, or right to earn an interest in, any property that relates to a Material Royalty property) (the “Royalty Agreements”) are in full force and effect, unamended, in all material respects and the Company or its Subsidiaries are entitled to all material rights and benefits thereunder in accordance with the terms thereof. Each of the Royalty Agreements is a valid and binding obligation of the Company or its Subsidiaries and the other parties thereto enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. The Company or its Subsidiaries, as applicable, has performed in all material respects all respective obligations required to be performed by it to date under the Royalty Agreements and none of the Company or its Subsidiaries, or, to the knowledge of the Company, any of the other parties thereto, is in breach or violation of or in default under in each case, in any material respect (and in each case with or without notice or lapse of time or both) any Royalty Agreement and neither the Company nor any of its Subsidiaries has received or given any notice of default under any Royalty Agreement which remains uncured, and, to the knowledge of the Company, there exists no state of facts which after notice or lapse of time or both would constitute a material default under or material breach of any Royalty Agreement or the inability of a party to any Royalty Agreement to perform its material obligations thereunder. To the knowledge of the Company, none of the Material Royalty properties (or any interest in, or right to earn an interest in, any property that relates to a Material Royalty property) is subject to any right of first refusal or purchase or acquisition right which is not disclosed in the Prospectuses and the Pricing Disclosure Package.
