Mining Assets Clause Samples
Mining Assets. (a) Schedule “J” sets out all of the Mining Assets owned or held by any of the Group Entities. Unless otherwise noted in Schedule “J”, the Mining Assets are currently registered and recorded in the name of the Borrower or a Subsidiary as to a 100% undivided legal and beneficial interest, free and clear of all liens, attachments and encumbrances other than Permitted Encumbrances. Except as set out in Schedule “J”, no other Person has any interest in the Mining Assets or any right to acquire any such interest;
(b) To the knowledge of the Group Entities, the consideration contractually agreed between the prior owners of the Mining Assets and the relevant Group Entities to acquire such Mining Assets, including but not limited to the purchase price thereof, have been duly paid or otherwise settled, except to the extent that such consideration includes future royalty obligations;
(c) Any and all material filings required to have been filed to maintain the Mining Assets in good standing as of the date hereof have been filed;
(d) The Group Entities have complete authority to deal with the Mining Assets as provided in this Agreement and, except in respect of consents and approvals set out in the Post-Closing Undertaking or insured over pursuant to a title insurance policy, have obtained all necessary third party consents required for performance of their obligations under this Agreement and under the Security Documents;
(e) To the knowledge of the Group Entities, all of the Mining Assets have been or are reasonably in the process of being validly and properly located, filed/applied for, marked out, recorded, granted and registered in accordance with Applicable Laws and there are no disputes, threatened or now existing as to title to or applying for or recording of the Mining Assets;
(f) The Group Entities have the right to access and enter upon the surface lands over which the Mining Assets are located and there is no illegal occupation of such lands by (or threatened by) any Person;
(g) The Mining Assets are not located in any area which is subject to any conflict of geographical limits between any jurisdiction (including any Province or State) and there are no overlappings affecting the Mining Assets;
(h) The Group Entities have not been served with any written notice from any Governmental Authority of any revocation or intention to revoke all or any part of the Mining Assets;
(i) To the knowledge of the Group Entities, there are no adverse claims, actions, suits...
Mining Assets. 2.1. It is agreed and acknowledged by the Subcontractor, in its behalf and in behalf of its employees or independent contractors that pursuant to Part 2 of the Mining Services Agreement the Company has furnished, for the property and competent execution of the Services (set out in schedule A of the Mining Services Agreement) all of the equipment, machinery, rights and facilities described in the inventory of assets attached as schedule C to the Mining Services Agreement (the “Mining Assets”).
2.2. It is acknowledged and agreed by the Contractor, in its behalf and in behalf of its employees or independent contractors that the Mining Assets:
(a) shall remain the property of the Company during and on termination of this Agreement; the Contractor is deemed as a lessee of such Mining Assets and the holder of the rights of use and enjoyment thereof,
(b) shall be dedicated exclusively for the provision of the Services set out in schedule A of the Mining Services Agreement; the Contractor being responsible and liable to the Company for any use of the Mining Assets other that as provided in such Agreement.
2.3. The Contractor shall, during the Term of the Agreement and until such time as the Company accepts full delivery of the Mining Assets, be fully responsible and liable to the Company for the proper up keeping, maintenance and safeguarding of the Mining Assets; the Subcontractor shall directly or indirectly conduct in a timely and workmanlike manner, all repairs and period maintenance work as required to maintain the Mining Assets in optimal operating condition.
2.4. The Suncontractor agrees to indemnify and hold harmless the Contractor and the Company and their respective directors, officers, employees, agents, representatives and related corporations (the “Indemnified Persons”) from and against any claims, demands, judgments, liabilities, expenses, damages, fines, charges, costs (including legal costs) and losses of every and any kind whatsoever, whether direct or indirect and whether to person or property or otherwise, which at any time or from time to time are directly or indirectly incurred or suffered by any of the Indemnified Parties in connection with, as a result of or arising out of the operation, administration or maintenance of the Mining Assets by the personnel provided by the Subcontractor under this Agreement.
2.5. The Subcontractor agrees to maintain the Mining Assets free and clear of all charges, encumbrance or limitation of ownership rights o...