Acquisitions by Newmont Sample Clauses

Acquisitions by Newmont. Nothing in this Agreement shall prohibit Newmont or any of its Affiliates from acquiring any property interest, whether lying within Alliance Projects or otherwise, and regardless of whether acquired directly or indirectly by Newmont or its Affiliates. However, if Newmont or an Affiliate of Newmont acquires a property interest within the boundaries of any Alliance Project during the Exploration Expenditure Period or within six months following the end of the Exploration Expenditure Period, and if Newmont or such Affiliate based its decision to make such acquisition substantially upon data generated by Solitario and provided by Solitario to Newmont or such Affiliate (each such property, a "Newmont Acquired Property"), Newmont promptly shall, or shall cause its Affiliate to, advise Solitario in writing of its acquisition of such Newmont Acquired Property and offer to sell all of its rights, titles and interests therein to Solitario (without warranty except as to the lack of encumbrances created by, through or under Newmont or its Affiliates), at Newmont's actual cost, as an Alliance Property. Notwithstanding the foregoing, a Newmont Acquired Property shall not include, and neither Newmont nor any Newmont Affiliate shall have any obligation to Solitario with respect to, any property interest within the boundaries of any Alliance Property that is acquired by Newmont or any of its Affiliates (i) from a third party who offers such property interest to Newmont or its Affiliate, unsolicited by Newmont or its Affiliate; or (ii) as a result of corporate acquisition, merger, amalgamation, consolidation, reorganization, or similar transaction.
Sample 1
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Acquisitions by Newmont. If, during the term of this Agreement, Newmont acquires any property interest within the boundary of a then effective Project Area (“Newmont Acquisition Property”), Newmont shall deliver written notice (“Newmont Acquisition Notice”) to Rimfire after such acquisition, which notice shall identify the interest acquired. Rimfire may elect to acquire the Newmont Acquisition Property by delivering to Newmont written notice of such election after delivery of a Newmont Acquisition Notice. Rimfire’s failure to deliver an election notice to Newmont within such period shall be deemed an election to not acquire such property. If Rimfire elects to acquire a Newmont Acquisition Property, after delivery of an election notice by Rimfire, the parties shall have a closing at which (i) Newmont shall transfer its interest in the Newmont Acquisition Property by an assignment, quit claim deed or other appropriate conveyance instrument, (ii) Rimfire shall pay to Newmont, and (iii) Rimfire shall deliver to Newmont an executed Royalty Deed covering the Newmont Acquisition Property. If Rimfire does not elect to acquire a Newmont Acquisition Property, the Newmont Acquisition Property and Newmont’s interest in such property shall no longer be subject to the terms of this Agreement. Notwithstanding the foregoing, any property interest acquired by Newmont as a result of corporate acquisition, merger, amalgamation, consolidation, reorganization, or similar transactions shall not constitute a Newmont Acquisition Property, and Newmont shall have no obligations under this Agreement with respect to any property acquired by Newmont as a result thereof.
Sample 1

Related to Acquisitions by Newmont

  • Limitation on Acquisitions The Borrower shall not acquire any asset other than (a) by participating in the primary origination thereof, (b) in connection with the exercise of any remedies in relation to an asset already owned by the Borrower or (c) pursuant to the Sale Agreement.

  • Limited Condition Acquisitions Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

  • Acquisition by Seller The Asset was acquired by Seller in March 2021.

  • Limitations on Execution and Delivery, Transfer, etc of ADSs;

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • ACQUISITIONS AND GUARANTIES (a) Loan, invest in or advance money or assets, (b) purchase, create or acquire any interest in any other enterprise or entity, or (c) incur any obligation as surety or guarantor other than in the ordinary course of business.

  • Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Revocation of Consents; Future Holders Bound At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in this Indenture in connection with such action, any Holder of a Note that is shown by the evidence to be included in the Notes the Holders of which have consented to such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange or substitution therefor or upon registration of transfer thereof, irrespective of whether any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor or upon registration of transfer thereof.

  • Conditions Precedent to All Purchases and Reinvestments Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that:

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