Interest in Properties. (i) Except as set out in Section 3.1(t) of the Exeter Disclosure Letter, according to the applicable Laws each of the Company and its subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any title defect or Lien: (i) to its mining or any other kind of concessions, claims, Permits and all other rights or goods relating in any manner whatsoever to the interest in, or exploration, prospecting or exploitation for minerals on its Exeter Properties, all of which have been accurately and completely set out in Section 3.1(t) of the Exeter Disclosure Letter and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (ii) to its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all its water rights, intellectual property, patents, movable goods, instruments, machinery and equipment, all of which have been identified completely and accurately in Section 3.1(t) of the Exeter Disclosure Letter, and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; and (iii) to, or is entitled to the benefits of, all of its properties and assets of any nature whatsoever and to all benefits including all the properties (including, without limitation, the Material Property) and assets reflected in the balance sheet forming part of the Public Disclosure Record (collectively, the “Exeter Properties”), together with all additions thereto. The Exeter Properties are not subject to any Lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto. The Company and its subsidiaries are not aware of any facts or circumstances which might limit, affect or prejudice their ownership rights over the Exeter Properties. Furthermore, the Company’s Chilean subsidiaries that are Chilean contractual mining companies, since their incorporation and during all the time that have been organized as a contractual mining companies in Chile have been owner of one or more mining concessions in Chile according to Applic...
Interest in Properties. Each of the Company, each Subsidiary and the Joint Venture has good and valid title to all of its properties and assets, free and clear of any material claims or encumbrances. All such properties and assets are located in Nunavut or, in the case of the Tootsie River property, the Yukon Territory.
Interest in Properties. (i) Each of the Purchaser and its subsidiaries has valid and sufficient right, title and interest free and clear of any Lien (other than Permitted Liens) in and to the following (collectively, the "Purchaser Properties"): (A) its unpatented and patented lode mining claims, leases and licences of any nature whatsoever and all other rights relating in any manner whatsoever to the interest in, or exploration for minerals on, the Purchaser Properties, and, in each case, as are necessary to perform the operations of the Purchaser and each of its subsidiaries businesses as presently owned and conducted; (B) its real property interests of any nature whatsoever including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Purchaser or any of its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, easements and all other real property interests, and, in each case, as are necessary to perform the operations of its business as presently owned and conducted; and (C) all of its properties and assets of any nature whatsoever and to all benefits derived therefrom and mineral rights, including all the properties (including, without limitation, the Purchaser Material Property) and assets reflected in the balance sheet forming part of the Purchaser Public Disclosure Record, in each case, as are necessary to perform the operations of its business as presently owned and conducted;
Interest in Properties. Except as disclosed in the Company Disclosure Letter:
Interest in Properties. Until exchanged for common shares in the outstanding capital of KRI, TIL and MAS are collectively entitled to a total 10% Carried Interest. TIL shall be entitled to a 2% Carried Interest and MAS shall be entitled to an 8% Carried Interest, respectively. For the purposes of this Agreement "Carried Interest" shall mean the stated percentage interest in whatever percentage property interest KRI has or ultimately does acquire through its option agreements with the concessionaires or owners of the Monterde Project. Provided however, KRI may deal with its interest in the Monterde Project in whatever manner it deems appropriate, including entering into any joint venture agreement with a third party, such that KRI's interest in the Monterde Project is reduced, and the Carried Interests of TIL and MAS will similarly be reduced pro rata. The foregoing notwithstanding, TIL and MAS shall have the right, upon ninety days prior notice to be given by KRI, to acquire any of the Monterde Project Properties, or such interest therein as KRI holds, which KRI intends to abandon.
Interest in Properties. The Company and its Material Subsidiaries have title to all of their properties and assets (other than the Company Intellectual Property licensed to the Company), free and clear of any material claims or encumbrances, and the Company’s properties and assets are sufficient for the conduct of the Company’s and the Material Subsidiaries respective businesses as now carried on or as contemplated by the Company to be carried on.
Interest in Properties. (i) Each of the Purchaser and its subsidiaries is the sole legal and beneficial owner, and has valid and sufficient right, title and interest free and clear of any Lien (other than Permitted Liens): (A) to its Permits, concessions, claims, leases, licences, and all other rights relating in any manner whatsoever to the interest in, or exploration for minerals on the Purchaser Material Properties; (B) to its real property interests including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Purchaser or its subsidiaries), leases, rights of way, occupancy rights, surface rights, mineral rights, easements and all other real property interests in respect of the Purchaser Material Properties, in each case as are necessary to perform the operation of its business as presently owned and conducted in all material respects.
Interest in Properties. (a) Target, directly or through the Target Subsidiaries, owns, exclusively possesses or has obtained, and, except as set out in Section 14(a) of the Target Disclosure Letter, is in material compliance with, all concessions, licences, permits, certificates, orders, grants and other authorizations of or from any regulatory authority necessary to conduct its respective businesses relating to its properties (including the Target Properties) as they are currently being conducted. Target and each of the Target Subsidiaries has a good and marketable right, title and interest, free and clear of any title defect or material Encumbrance: (i) to its permits, concessions, claims, leases, licences or other rights to explore for, exploit, develop, mine or produce minerals on the Target Properties, all of which have been accurately and completely set out in Section 14(a) of the Target Disclosure Letter, subject to such permits, concessions, claims, leases, licences or other rights being renewed and updated on an ongoing basis in accordance with their terms and, in each case, as are necessary to perform the operation of their respective businesses as they are currently being conducted; (ii) to its real property interests, including fee simple title to owned real property, a valid leasehold interest in leased real property, licences, rights of way, occupancy rights, surface rights (from landowners and authorities permitting the use of land by Target or the Target Subsidiaries, as the case may be), easements or other real property interests, all of which have been set out in Section 14(a) of the Target Disclosure Letter, and, in each case, as are necessary to perform the operation of their respective businesses as they are currently being conducted; and (iii) to all of its properties and assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected on the balance sheet forming part of Target’s audited consolidated financial statements for the year ended December 31, 2016, except as set out in Section 14(a) of the Target Disclosure Letter, and such properties and assets are not subject to any Encumbrance or title defect of any kind except as is set out in Section 14(a) of the Target Disclosure Letter, except where the failure to have such title, or the existence of such Encumbrance or title defects, individually or in the aggregate, does not constitute a Material Adverse Effect in respect of Target.
Interest in Properties. (a) Except as set forth in the Disclosure Letter, the Company owns, possesses or has obtained, and is in compliance with, all licences, permits, certificates, orders, grants and other authorizations of or from any Regulatory Authority necessary to conduct its businesses relating to its properties as currently conducted. The Company has valid and sufficient right, title and interest, free and clear of any title defect or material Encumbrance: (i) to its permits, concessions, claims, leases, licences, permits or other rights to explore for, exploit, develop, mine or produce minerals and any other properties (other than property to which it is lessee, in which case it has a valid leasehold interest), all of which have been accurately and completely set out in the Disclosure Letter, subject to such permits and licences being renewed and updated on an ongoing basis in accordance with their terms and, in each case, as are necessary to perform the operation of their respective businesses as presently owned and conducted; (ii) to its real property interests, free and clear of any title defect or material Encumbrance, including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company, leases, rights of way, occupancy rights, surface rights, easements or other real property interests, all of which have been identified in the Disclosure Letter, and, in each case, as are necessary to perform the operation of their respective businesses as presently owned and conducted; or (iii) to, or is entitled to the benefits of, all of its properties and assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected in the balance sheet forming part of the Company Public Documents (collectively, the “Company Properties”), except as indicated in the notes thereto or the Disclosure Letter, together with all additions thereto and less all dispositions thereof in the ordinary course of business consistent with past practice, and such properties and assets are not subject to any Encumbrance or defect in title of any kind except as is reflected in the balance sheets forming part of such financial statements and in the notes thereto, except where the failure to have such title, or the existence of such Encumbrance or defects in title, individually or in the aggregate, does not constitute a Material Adverse Effect in respect of the Company.
Interest in Properties. (a) Except as disclosed in the Disclosure Schedule and for encumbrances that do not individually or in the aggregate have a Material Adverse Effect, the Company and the Subsidiaries have title to, or a valid and subsisting leasehold interest in, all assets, properties and rights which are used in the conduct of their business, free and clear of any claims, security interests, liens or other encumbrances, and constitute all of the assets reasonably required for the conduct of the business of the Company and the Subsidiaries, considered on a consolidated basis, as such business is currently being conducted.
