2023-10-30_PERMIT FILE - P2023018

Home Browse Search

-4- power and absolute authority and capacity to enter into this Agreement and to carry out the transactions contemplated hereby; (b) the Transferor has duly obtained all corporate authorizations for the execution, delivery, and performance of this Agreement. This Agreement has been duly executed and delivered by the Transferor and constitutes the valid and binding obligation of the Transferor, enforceable in accordance with its terms, subject to applicable Law(as defined below); (c) to the knowledge of the Transferor upon reasonable inquiry,the Transferor owns good title to the Leases and Claims and all fee leases forming part of the Leases &Claims,subject to any Permitted Encumbrances(as defined below); (d) no person (which term shall be given the broadest interpretation possible in this Agreement) has any right, agreement, commitment or option, present or future, contingent or absolute, or any right or privilege capable of becoming a right, agreement, commitment or option to acquire from the Transferor the Leases & Claims or any interest therein; (e) subject to the receipt of any necessary consents, to the knowledge of the Transferor,there does not exist under any contract forming part of the Leases& Claims any event of default or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default on the part of the Transferor, to the extent such person is a party thereto, except for such violations,breaches,defaults,events or conditions that would not have a Material Adverse Effect(as defined below); (f) to the Transferor's knowledge, the Leases & Claims and leases and other rights to conduct exploration, development and/or mining activities which underlie the Leases & Claims are not subject to any pending or threatened cancellation, forfeiture, relinquishment or surrender and the Transferor is not aware of any circumstances which could give rise to any such action; (g) except where any such Claim (as defined below) would not have,or be expected to have, a Material Adverse Effect: (i) no part of the Leases& Claims is subject to any outstanding injunction, judgment, order, decree, ruling, charge or any Claim of, in, or before any Governmental Entity (as defined below); and (ii) to the Transferor's knowledge, there is no Claim that is pending or has been threatened in writing against any part of the Leases&Claims; (h) nothing in this Agreement shall be deemed to be a representation or warranty as to (i) whether any of the Leases & Claims contains a discovery of valuable minerals, (ii) the absence of any junior patented or unpatented mining claims in conflict with the Leases & Claims, (iii) whether or not any of the Leases & Claims comprise a contiguous group of claims or are free from interior gaps or fractions, (iv) whether or not the Transferor or its predecessors-in-title established or maintained pedis possession rights with respect to any of the Leases&Claims or(v)what rights the Transferor has to use the surface of any of the Leases&Claims for any purpose;