Gold Eagle Properties Clause Samples

Gold Eagle Properties. Except as disclosed by Gold Eagle in the Gold Eagle Disclosure Letter: (i) No Person has any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the Patented Lands and the Licenses of Occupation; (ii) Gold Eagle has all necessary corporate power to own the Patented Lands and the Licenses of Occupation and is in compliance with all applicable Laws and the Licenses of Occupation, registrations, permits, consents and qualifications to which the Gold Eagle Properties are subject; (iii) Gold Eagle has an undivided 100% legal and beneficial good, valid, marketable and exclusive fee simple right, title and interest in and to, and actual and exclusive possession of, the Patented Lands and an undivided 100% legal and beneficial good and valid marketable and exclusive right, title and interest in and to, and exclusive possession of, the Licenses of Occupation, free and clear of all Encumbrances, subject to the following: (A) the reservations contained in the original Crown patents and Licenses of Occupation; (B) any restrictions or covenants registered at the date hereof that run with the land, providing that same are complied with; (C) any minor easements for the supply of domestic utility or telephone services to the Gold Eagle Properties or adjacent properties; (D) any easements for drainage, storm and sanitary sewers, public utility lines, telephone lines or other services which do not materially affect the use of the Gold Eagle Properties for mining purposes; and, (E) the terms of the Licenses of Occupation. (iv) All taxes, local improvements, assessment rates, utilities and any and all other payments to or assessments of any Governmental Entity having jurisdiction in respect of the Gold Eagle Properties have been made by Gold Eagle in respect of the Gold Eagle Properties; (v) Neither the Gold Eagle Properties nor any minerals or product derived from the Gold Eagle Properties are subject to or bound by any royalty or royalty interest, whether registered or unregistered, and Gold Eagle has not granted any royalty interest in or affecting the foregoing; (vi) There is no action, suit, order, work order, petition, prosecution or other similar proceeding of which process initiating the same has been served on Gold Eagle or threatened against Gold Eagle and affecting any of the Gold Eagle Properties at law or in equity or before or by any ...