Barrick Contributed Assets definition
Examples of Barrick Contributed Assets in a sentence
For greater certainty, such equity interests shall not constitute Barrick Contributed Assets or Newmont Contributed Assets.
During the Interim Period, subject to applicable Laws, the Parties agree to cooperate to constructively take such steps as are reasonably necessary so that the JV Company is in a position to seamlessly begin operating the Barrick Contributed Assets and the Newmont Contributed Assets as a unified operation from and after Closing.
Immediately after the transfer of the Barrick Contributed Assets and the Newmont Contributed Assets and the Assumption of the Barrick Assumed Liabilities and the Newmont Assumed Liabilities, Barrick shall, and shall cause the other Barrick Parties to, contribute the Barrick Interests to Barrick Holdco in exchange for interests in Barrick Holdco and Newmont shall, and shall cause the other Newmont Parties to, contribute the Newmont Interests to Newmont Holdco in exchange for interests in the Newmont Holdco.
Other than as disclosed in the Barrick Public Record or as set forth in the Barrick Disclosure Letter, and except for(i) Environmental Liabilities and (ii) obligations under Contracts included in the Barrick Contributed Assets, to ▇▇▇▇▇▇▇’▇ knowledge there are no material Liabilities in respect of the Barrick Contributed Assets.
Subject to Permitted Encumbrances and except as set out in the Barrick Disclosure Letter, immediately before the Time of Closing, the Barrick Parties will be the sole beneficial (and, where its interests are registered, the sole registered) owner, or, in the case of leases or licenses, lessee or licensee, respectively, of all of the Barrick Contributed Assets to be conveyed by it to the JV Company pursuant to this Agreement.
The JV Company shall be liable for, and shall pay directly to the appropriate Governmental Authority all transfer Taxes and all other duties, fees or other like charges payable by the Parties in connection with the Barrick Pre-Closing Transactions, the Newmont Pre-Closing Transactions, and the transfer of the Barrick Contributed Assets and the Newmont Contributed Assets to the JV Company.
Except as specifically set out herein or as set forth in the Barrick Disclosure Letter, no Person has any written or oral agreement or option or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Barrick or its Affiliates of the Barrick Contributed Assets (other than immaterial assets in the Ordinary Course).
The Retained Royalty of Barrick and Newmont shall be a royalty interest in and a burden upon the properties included in the Barrick Contributed Assets (“Barrick Royalty Property”) or the Newmont Contributed Assets (“Newmont Royalty Property”), respectively, which will be more particularly described in the Royalty Deeds.
Except as specifically set out herein or as set forth in the Barrick Disclosure Letter, no Person has any written or oral agreement or option or any right or privilege (whether by Law, pre- emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Barrick or its Affiliates of the Barrick Contributed Assets (other than immaterial assets in the Ordinary Course).