Common use of Interest in Properties Clause in Contracts

Interest in Properties. (a) Each of the Acquior and the Acquiror Subsidiaries owns, exclusively possesses or has obtained, and is in 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 large copper-gold-molybdenum mineral project located in the southwest part of the State of Alaska, USA known as the “Pebble Project” (the “Acquiror Properties”)) as they are currently being conducted and as they are presently contemplated. (b) The Acquiror Properties (i) have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral concessions; (ii) the Acquiror or a Acquiror Subsidiary has the exclusive right to deal with the Acquiror Properties; (iii) no person other than the Acquiror or a Acquiror Subsidiary has any material interest in the Acquiror Properties or any right to acquire any such interest; (iv) there are no earn-in rights, rights of first refusal, royalty rights or similar provisions which would materially affect the Acquiror's or a Acquiror Subsidiary's interests in the Acquiror Properties; (v) neither the Acquiror nor any Acquiror Subsidiary has received any notice, whether written or oral, from any Regulatory Authority or any person with jurisdiction or applicable authority of any revocation or intention to revoke its interest in the Acquiror Properties; and (vi) the Acquiror Properties are in good standing under applicable Law and are adequate and suitable for the purposes for which they are currently being used and all work required to be performed has been performed and all taxes, fees, expenditures and other payments in respect thereof have been paid and all filings in respect thereof have been made. (c) The Acquiror and the Acquiror Subsidiaries have all necessary surface rights, access rights and other rights and interests relating to the areas of the Acquiror Properties granting the Acquiror and the Acquiror Subsidiaries the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Acquiror and the Acquiror Subsidiaries, with only such exceptions as do not materially interfere with the use made by the Acquiror and the Acquiror Subsidiaries of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Acquiror or a Acquiror Subsidiary, as applicable. (d) there are no adverse claims, actions, suits or proceedings that have been commenced or, to the knowledge of the Acquiror, that are pending or threatened, affecting or which could affect the title to or right to explore or develop any of the Acquiror Properties, including the title to or ownership by the Acquiror or a Acquiror Subsidiary of any of the foregoing, which might involve the possibility of any judgement or liability affecting the Acquiror Properties. (e) Neither the Acquiror nor any Acquiror Subsidiary, or any predecessor, subsidiary or Affiliate thereof, has any liability or obligation, or to the knowledge of the Acquiror, potential liability or obligation (pursuant to indemnification obligations or pursuant to any guarantee or otherwise) in respect of or relating to any assets, rights or interests (including any interests in mineral properties) which were previously held or used by the Acquiror or any Acquiror Subsidiary and which were sold, assigned or otherwise transferred to any other person or abandoned prior to the date hereof.

Interest in Properties. (ai) Each of the Acquior Purchaser and its subsidiaries is the Acquiror Subsidiaries owns, exclusively possesses or has obtainedsole legal and beneficial owner, and is in compliance withhas valid and sufficient right, all title and interest free and clear of any Lien (other than Permitted Liens): (A) to its Permits, concessions, claims, leases, licences, options 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 and as contemplated to be conducted; (B) to 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, options, rights of way, occupancy rights, surface rights, mineral rights, easements, water rights, water permits, certificateswell permits, ordersditch rights, grants pipeline easements and rights of way 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 contemplated to be conducted; and (C) to, or is entitled to the benefits of, all of its material properties and assets of any nature whatsoever and to all benefits derived therefrom and surface and mineral rights including all the material properties (including, without limitation, the Purchaser Material Property) and assets reflected in the balance sheet forming part of the Purchaser Public Disclosure Record (collectively, the “Purchaser Properties”). (ii) All mineral rights and mineral property claims in which the Purchaser or any of its subsidiaries has an interest or right, including the Purchaser Properties, have been validly located, staked, monumented, recorded and maintained in accordance with all Laws and are valid and subsisting. The Purchaser timely performed all work and paid all maintenance fees and royalties required by the Governmental Authorities in the jurisdictions where the Purchaser Properties are located. Each of the Purchaser and its subsidiaries has all necessary surface rights, access rights and other authorizations of or from any Regulatory Authority necessary to conduct its respective businesses rights and interests relating to its properties (including mineral properties, granting the large copper-gold-molybdenum mineral project located Purchaser or its subsidiaries the right and ability to explore for minerals, ore and metals for development purposes, with only such exceptions as do not interfere with the use made by the Purchaser or its subsidiaries of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the southwest part name of the State Purchaser or its subsidiaries and free and clear of Alaska, USA known as all material encumbrances and no third party or group holds any such rights that would be required by the “Pebble Project” (Purchaser to so develop the “Acquiror Purchaser Properties”)) as they are currently being conducted and as they are presently contemplated. (biii) The Acquiror Purchaser and each of its subsidiaries has duly and timely satisfied all of the obligations required to be satisfied, performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Purchaser or its subsidiaries under any agreement pertaining to their respective Purchaser Properties and each such lease, contract, option or other agreement is enforceable and in full force and effect. (iiv) have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral concessions; (iiA) the Acquiror or a Acquiror Subsidiary has Purchaser and each of its subsidiaries have the exclusive right to deal with the Acquiror Purchaser Properties; (iiiB) no person or entity of any nature whatsoever other than the Acquiror Purchaser or a Acquiror Subsidiary its subsidiaries has any material interest in the Acquiror Purchaser Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interest; (ivC) there are no options, back-in rights, earn-in rights, rights of first refusal, royalty off-take rights or similar provisions obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would materially affect the Acquiror's Purchaser’s or a Acquiror Subsidiary's any of its subsidiaries’ interests in the Acquiror Purchaser Properties, and no such rights are, to the knowledge of the Purchaser, threatened; (vD) neither the Acquiror Purchaser nor any Acquiror Subsidiary of its subsidiaries has received any notice, whether written or oral, from any Regulatory Governmental Authority or any other person with jurisdiction or applicable authority of any revocation or intention to revoke revoke, diminish or challenge its interest in the Acquiror Purchaser Properties; and (viE) the Acquiror Purchaser Properties are in good standing under applicable Law and are adequate and suitable for the purposes for which they are currently being used comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (cv) The Acquiror and the Acquiror Subsidiaries have all necessary surface rights, access rights and other rights and interests relating to the areas of the Acquiror Properties granting the Acquiror and the Acquiror Subsidiaries the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Acquiror and the Acquiror Subsidiaries, with only such exceptions as do not materially interfere with the use made by the Acquiror and the Acquiror Subsidiaries of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Acquiror or a Acquiror Subsidiary, as applicable. (d) there There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the AcquirorPurchaser, that are pending or threatened, affecting or which could affect the Purchaser’s or any of its subsidiaries’ right, title to or right interest in the Purchaser Properties or the ability of the Purchaser or any of its subsidiaries to explore or develop any of the Acquiror Purchaser Properties, including the title to or ownership by the Acquiror Purchaser or a Acquiror Subsidiary of any its subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability affecting the Acquiror Purchaser Properties. (evi) None of the directors or officers of the Purchaser holds any right, title or interest in, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of Purchaser Properties or in any Permit, claim, concession, lease, licence, option or other right to explore for, exploit, develop, mine or produce minerals from or in any manner in relation to the Purchaser Properties and any other properties located within 20 kilometres of any of the Purchaser Properties. (vii) No person has any written or verbal agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from the Purchaser or any of its subsidiaries of any of the assets of the Purchaser. Neither the Acquiror Purchaser nor any Acquiror Subsidiary, of its subsidiaries is obligated under any prepayment contract or any predecessor, subsidiary or Affiliate thereof, has any liability or obligation, or other prepayment arrangement to the knowledge of the Acquiror, potential liability or obligation (pursuant to indemnification obligations or pursuant to any guarantee or otherwise) in respect of or relating to any assets, rights or interests (including any interests in deliver mineral properties) which were previously held or used by the Acquiror or any Acquiror Subsidiary and which were sold, assigned or otherwise transferred to any other person or abandoned prior to the date hereofproducts at some future time without then receiving full payment therefor.

Interest in Properties. (a) Each of the Acquior Purchaser and the Acquiror Subsidiaries ownsits Subsidiaries, exclusively as applicable, possesses or has obtainedobtained in its name, and 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 business as currently conducted relating to its properties (including the large copper-gold-molybdenum mineral project located Purchaser Properties, and the Purchaser Properties comply in the southwest part of the State of Alaska, USA known as the “Pebble Project” (the “Acquiror Properties”)) as they are currently being conducted and as they are presently contemplatedall material respects with all applicable Laws. (b) The Acquiror Other than the Purchaser Properties or as disclosed in Schedule E.16(b) of the Purchaser Disclosure Letter, the Purchaser and its Subsidiaries do not own or have any interest in any material real property. (c) Other than as set out in the Purchaser Public Disclosure Record, the Purchaser, directly or indirectly through its Subsidiaries, has good, valid and sufficient right, title and interest, free and clear of any title defect or Lien (other than Permitted Encumbrances), to: (i) have been properly located all prospecting, exploration, pre-development, development and recorded exploration licences, mining claims, mining leases, mining concessions, and all other rights relating in compliance with applicable Law any manner whatsoever to their interest in, or exploration for, or extraction and exploitation of minerals on, the Purchaser Properties, as are comprised necessary to perform the operation of valid its business as presently owned and subsisting mineral concessionsconducted; (ii) their immovable property, access and surface rights, rights of way, ingress and egress rights, servitudes, rights of superficies and other necessary property or immovable real rights (in each case from landowners and authorities permitting the Acquiror use of land by the Purchaser or a Acquiror its Subsidiaries) in respect of the Purchaser Properties, in each case, as are necessary to perform the operation of its business as presently owned and conducted; and (iii) the Purchaser Properties, all benefits derived therefrom, including all the properties and assets reflected in the balance sheet forming part of the Purchaser Public Disclosure Record relating to the Purchaser Properties, together with all additions thereto. (d) All prospecting, exploration, pre-development, development and exploitation licences, mining claims, mining leases, mining concessions and other mineral property rights (including access and surface rights, rights of way, ingress and egress rights, servitudes, rights of superficies and other necessary property or immovable real rights) held by the Purchaser or its Subsidiaries, or in which the Purchaser or any of its Subsidiaries has an economic interest, whether legal or beneficial, regarding the Purchaser Properties (the “Purchaser Mining Rights”) have been validly obtained and, if an immovable real right, registered in accordance with all Laws. All Purchaser Mining Rights are held by the Purchaser or its Subsidiaries under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments sufficient to permit the Purchaser and/or its Subsidiaries to access the Purchaser Properties and explore and exploit the minerals relating thereto in all material respects, subject to the Permitted Encumbrances and the Liens and royalties described in the Purchaser Public Disclosure Record or as disclosed in Schedule E.16(d) of the Purchaser Disclosure Letter. (e) Other than as disclosed in the Purchaser Public Disclosure Record, the Purchaser, directly or indirectly through its Subsidiaries, has all necessary mineral or property rights relating to the Purchaser Properties as may be necessary or desirable to grant the Purchaser or its Subsidiaries the right and ability to conduct its current operations. Each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Purchaser or its applicable Subsidiary free and clear of all Liens, other than Permitted Encumbrances. (f) Other than as set out in the Purchaser Public Disclosure Record: (i) the Purchaser and its Subsidiaries, as applicable, has the exclusive right to deal with the Acquiror Purchaser Properties; (iiiii) no person or entity of any nature whatsoever other than the Acquiror or a Acquiror Subsidiary Purchaser has any material interest in the Acquiror Purchaser Properties or any right to acquire or otherwise obtain any such interest; (iviii) there are no earn-in rights, back-in rights, rights of first refusal, royalty rights, streaming rights, or other rights or similar provisions of any nature whatsoever which would materially affect the Acquiror's Purchaser’s or a Acquiror Subsidiary's its Subsidiaries’ interests in the Acquiror Purchaser Properties; (viv) neither the Acquiror Purchaser nor any Acquiror Subsidiary of its Subsidiaries has received any notice, whether written or oral, from any Regulatory Governmental Authority or any other person with jurisdiction or applicable authority of any revocation or intention to revoke revoke, diminish or challenge its interest in the Acquiror any Purchaser Properties; and (viv) the Acquiror Properties Purchaser Mining Rights are in good standing under applicable Law and are adequate and suitable for the purposes for which they are currently being used comply in all material respects with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made, except where any failure to perform such work, pay such amounts or make such filings would not, individually or in the aggregate, be reasonably expected to result in a Purchaser Material Adverse Effect. (cg) The Acquiror and the Acquiror Subsidiaries have all necessary surface rights, access rights and other rights and interests relating to the areas of the Acquiror Properties granting the Acquiror and the Acquiror Subsidiaries the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Acquiror and the Acquiror Subsidiaries, with only such exceptions as do not materially interfere with the use made by the Acquiror and the Acquiror Subsidiaries of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Acquiror or a Acquiror Subsidiary, as applicable. (d) there There are no materially adverse claims, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the AcquirorPurchaser, that are pending or threatened, affecting or which could affect the right, title to or right to explore interest of the Purchaser or develop any of its Subsidiaries in any Purchaser Properties or the Acquiror ability of the Purchaser or its Subsidiaries to explore, develop or operate the Purchaser Properties, including the title to or ownership by the Acquiror Purchaser or a Acquiror Subsidiary any of any its Subsidiaries of the foregoing, or which might involve the possibility of any judgement or liability affecting the Acquiror Propertiesany Purchaser Properties or Purchaser Mining Right. (e) Neither the Acquiror nor any Acquiror Subsidiary, or any predecessor, subsidiary or Affiliate thereof, has any liability or obligation, or to the knowledge of the Acquiror, potential liability or obligation (pursuant to indemnification obligations or pursuant to any guarantee or otherwise) in respect of or relating to any assets, rights or interests (including any interests in mineral properties) which were previously held or used by the Acquiror or any Acquiror Subsidiary and which were sold, assigned or otherwise transferred to any other person or abandoned prior to the date hereof.

Interest in Properties. (a) Each of Acquirer, directly or through the Acquior and the Acquiror Subsidiaries Acquirer Subsidiaries, owns, exclusively possesses or has obtained, and and, except as set out in Section 14(a) of the Acquirer Disclosure Letter, is in compliance with, all concessions, licences, permits, certificates, orders, grants and other authorizations of or from any Regulatory Authority regulatory authority necessary to conduct its respective businesses relating to its properties (including the large copper-gold-molybdenum mineral project located in the southwest part of the State of Alaska, USA known as the “Pebble Project” (the “Acquiror Acquirer Properties”)) as they are currently being conducted and as they are presently contemplated. Acquirer and each of the Acquirer 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 Acquirer Properties, all of which have been accurately and completely set out in Section 14(a) of the Acquirer 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 and as they are presently contemplated; (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 Acquirer or the Acquirer 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 Acquirer Disclosure Letter, and, in each case, as are necessary to perform the operation of their respective businesses as they are currently being conducted and as they are presently contemplated; 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 Acquirer’s audited consolidated financial statements for the year ended December 31, 2016, except as set out in Section 14(a) of the Acquirer 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 Acquirer 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 Acquirer. (b) The Acquiror Except as set out in Section 14(a) of the Acquirer Disclosure Letter: (i) the Acquirer Properties (iA) are accurately and completely described in Schedule E of this Agreement, and (B) have been properly located and recorded in compliance with applicable Applicable Law and are comprised of valid and subsisting mineral concessions; (ii) there are no mineral concessions or other property rights of Acquirer or the Acquiror Acquirer Subsidiaries other than those set out in Schedule E of this Agreement; (iii) either Acquirer or a Acquiror an Acquirer Subsidiary has the exclusive right to deal with the Acquiror Acquirer Properties; (iiiiv) no person Person other than Acquirer or the Acquiror or a Acquiror Subsidiary Acquirer Subsidiaries has any material interest in the Acquiror Acquirer Properties or any right to acquire any such interest; (ivv) there are no earn-in rights, rights of first refusal, royalty rights or similar provisions which would materially affect Acquirer’s or the Acquiror's or a Acquiror Subsidiary's Acquirer Subsidiaries’ interests in the Acquiror Acquirer Properties; (vvi) neither the Acquiror Acquirer nor any Acquiror Acquirer Subsidiary has received any notice, whether written or oral, from any Regulatory Authority regulatory authority or any person Person with jurisdiction or applicable authority of any revocation or intention to revoke its interest in the Acquiror Acquirer Properties; and (vivii) the Acquiror Acquirer Properties are in good standing under applicable Applicable Law and are adequate and suitable for the purposes for which they are currently being used and all work required to be performed has been performed and all taxesTaxes, fees, expenditures and other payments in respect thereof have been paid and all filings in respect thereof have been made. (c) The Acquiror Except as disclosed in Section 14(c) of the Acquirer Disclosure Letter, Acquirer and the Acquiror Acquirer Subsidiaries have all necessary surface rights, access rights and other rights and interests relating to the areas of the Acquiror Properties granting the Acquiror properties on which Acquirer and the Acquiror Acquirer Subsidiaries currently, or propose to, conduct business granting Acquirer and the Acquirer Subsidiaries the right and ability to explore for and extract minerals, ore and metals for development such purposes as are appropriate in view of the rights and interest interests therein of the Acquiror Acquirer and the Acquiror Acquirer Subsidiaries, with only such exceptions as do not materially interfere with the use made by the Acquiror and the Acquiror Subsidiaries of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above such rights and interests is currently in good standing in the name of Acquirer or the Acquiror or a Acquiror applicable Acquirer Subsidiary, as applicable. (d) there There are no adverse claims, actions, suits or proceedings that have been commenced or, to the knowledge of the AcquirorAcquirer, that are pending or threatened, affecting or which could affect the title to or right to explore or develop any of the Acquiror Acquirer Properties, including the title to or ownership by Acquirer or the Acquiror or a Acquiror Subsidiary Acquirer Subsidiaries of any of the foregoing, which might involve the possibility of any judgement or liability affecting the Acquiror Acquirer Properties. (e) Neither the Acquiror Acquirer nor any Acquiror Subsidiary, or any predecessor, subsidiary or Affiliate thereof, Acquirer Subsidiary has any liability or obligationobligation or, or to the knowledge of the AcquirorAcquirer, potential liability or obligation (pursuant to indemnification obligations or pursuant to any guarantee or otherwise) in respect of or relating to any assets, rights or interests (including any interests in mineral properties) which were previously held or used by the Acquiror Acquirer or any Acquiror Acquirer Subsidiary and which were sold, assigned or otherwise transferred to any other person or abandoned prior to the date hereof. (f) None of the directors or officers of Acquirer or of any Acquirer Subsidiary holds any interest in, nor has taken any action to obtain, directly or indirectly, any permit, concession, claim, lease, licence or other rights to explore for, exploit, develop, mine or produce minerals on any other properties located within 100 kilometres of any of the Acquirer Properties. (g) Neither Acquirer nor any Acquirer Subsidiary is subject to an agreement, arrangement or understanding, whether written or oral, that provides for an area of influence in respect of any of the Acquirer Properties.

Interest in Properties. (ai) Each The Novamind Disclosure Letter sets forth a true, complete and correct list as of the Acquior and date of this Agreement of all real property leased, subleased, licensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement (whether written or otherwise)) by Novamind or the Acquiror Novamind Subsidiaries ownsin connection with the operation of Novamind’s business or the business of the Novamind Subsidiaries as it is now being conducted (collectively, exclusively possesses or has obtained, and is in 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 large copper-gold-molybdenum mineral project located in the southwest part of the State of Alaskaimprovements thereon, USA known as the “Pebble Project” (the “Acquiror PropertiesLeased Real Property”)) as they are currently being conducted and as they are presently contemplated. (b) The Acquiror Properties (i) have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral concessions; (ii) the Acquiror or a Acquiror Subsidiary has the exclusive right to deal with the Acquiror Properties; (iii) no person other than the Acquiror or a Acquiror Subsidiary has any material interest in the Acquiror Properties or any right to acquire any such interest; (iv) there There are no earn-in rights, rights of first refusal, royalty rights or similar provisions which would materially affect the Acquiror's or a Acquiror Subsidiary's interests in the Acquiror Properties; (v) neither the Acquiror nor any Acquiror Subsidiary has received any notice, whether written or oral, from any Regulatory Authority or any person with jurisdiction or applicable authority of any revocation or intention to revoke its interest in the Acquiror Properties; and (vi) the Acquiror Properties are in good standing under applicable Law and are adequate and suitable for the purposes for which they are currently being used and all work required to be performed has been performed and all taxes, fees, expenditures and other payments in respect thereof have been paid and all filings in respect thereof have been made. (c) The Acquiror and the Acquiror Subsidiaries have all necessary surface rights, access rights and other rights and interests relating to the areas of the Acquiror Properties granting the Acquiror and the Acquiror Subsidiaries the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Acquiror and the Acquiror Subsidiaries, with only such exceptions as do not materially interfere with the use made by the Acquiror and the Acquiror Subsidiaries of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Acquiror or a Acquiror Subsidiary, as applicable. (d) there are no adverse claims, actions, suits or proceedings that have been commenced pending or, to the knowledge of Novamind, threatened proceedings to take all or any material portion of the AcquirorLeased Real Property or any interest therein by eminent domain or any condemnation proceeding or any sale or disposition in lieu thereof. (iii) No person has any right of first refusal, that are pending undertaking or threatenedcommitment or any right or privilege capable of becoming such, affecting to purchase any real property (or which could affect the title to any material portion thereof or right to explore interest therein) or develop any of the Acquiror Propertiesmaterial assets owned or, including the title to or ownership by the Acquiror or a Acquiror Subsidiary of any of the foregoing, which might involve the possibility of any judgement or liability affecting the Acquiror Properties. (e) Neither the Acquiror nor any Acquiror Subsidiary, or any predecessor, subsidiary or Affiliate thereof, has any liability or obligation, or to the knowledge of Novamind or the AcquirorNovamind Subsidiaries, potential liability leased or obligation otherwise held, by Novamind or the Novamind Subsidiaries, or any part thereof or material interest therein. (pursuant to indemnification obligations iv) There are no material disputes regarding boundaries, easements, covenants or pursuant other matters relating to any guarantee real property owned or, to the knowledge of Novamind or otherwisethe Novamind Subsidiaries, leased by, Novamind or the Novamind Subsidiaries. (v) All required material consents and approvals have been obtained in respect of or relating to the development of any assetsreal property owned and, rights or interests (including any interests in mineral properties) which were previously held or used by the Acquiror or any Acquiror Subsidiary and which were sold, assigned or otherwise transferred to any other person or abandoned prior to the date hereofknowledge of Novamind and the Novamind Subsidiaries, leased or licenced, by Novamind or the Novamind Subsidiaries, and any alteration, extension or other improvement thereof.