Nature of the Royalty. The Royalty shall run with THE CONCESSIONS, and be binding upon and inure to the benefit of Payor and Beneficiary and their respective permitted successors and permitted assigns. The Royalty provided for herein is a strictly passive and non-participating interest and shall not entitle Beneficiary to participate in any decisions whatsoever concerning THE CONCESSIONS subject to Royalty payment or concerning the operations thereon. Payor makes no representations, warranties or covenants whatsoever, express or implied, concerning THE CONCESSIONS, the development thereof or the operations thereon. The Payor shall determine, at its sole and absolute discretion, whether or not any exploration, development, production or other operations will be conducted on THE CONCESSIONS , as well as the timing, extent, location, scope and method thereof, if any. 9. Assignment. Beneficiary shall not fully or partially transfer its right to receive the Royalty without the prior written consent of Payor and without first offering to transfer such interest to Payor on the same terms, conditions and price on which Payee intends to transfer the same to an unrelated third party. The Payor may assign its rights and obligations under this Annex “B” without the prior written consent of Beneficiary, provided that the assignee agrees in writing to be bound by the terms of this Annex “B” and so notifies in writing to Beneficiary. 10. Languages. The Parties acknowledge that this Annex “B” has been executed in both the Spanish language and the English language, and agree that, for all applicable legal purposes, the version executed in the Spanish language shall be the controlling version and that the version in the English language shall be deemed only as a translation of the Spanish version.
