Common use of Mining Assets Clause in Contracts

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 or proceedings pending or, to the knowledge of the Group Entities, threatened, affecting or which could affect the title to or ownership or use by the Group Entities of the Mining Assets; (j) The Mining Assets do not lie within any protected area, rescue area, reserve, reservation, reserved area or special needs lands as designated by any governmental entity having jurisdiction that would materially impair the development of a mining project on such lands; (k) No dispute exists, is pending or to the Group Entities’ knowledge, is threatened, with respect to the Mining Assets between the Group Entities and (i) any surface landowner, (ii) a concessionaire of the 3rd category of minerals in accordance with Applicable Laws, (iii) a concessionaire of hydrocarbons rights, and/or (iv) a Governmental Authority and/or any state-owned company. (l) No archaeological remains have been discovered and no damages to any archaeological remains have been caused as a direct or indirect result of activities undertaken by the Group Entities on the Mining Assets; (m) The Lenders will not be affected or bound by the Group Entities binding or non-binding agreements with any governmental entity, non-governmental organization, first nation and/or community group, pursuant to which a Group Entity has assumed any investment obligation and/or any commitment of other nature; (n) No dispute between the Group Entities and any non-governmental organization, community, community group, aboriginal peoples or aboriginal group exists (other than as set forth in Schedule “K”) or, to the Group Entities’ knowledge, is threatened or imminent with respect to any of the Mining Assets, in each case that could reasonably be expected to have a Material Adverse Effect; (o) None of the Group Entities have received any correspondence or other written communication from any non-governmental organization, community, community group or first nation in relation to the Mining Assets, in each case that could reasonably be expected to have a Material Adverse Effect; and (p) All Permits required by Environmental Laws are in place and all exploration works on the Mining Assets, can be conducted as such exploration activities are contemplated as of the date hereof.

Mining Assets. (a) Schedule “J” "F" sets out all of the Mining Assets owned or held by any of the Group EntitiesLoan Parties. Unless otherwise noted in Schedule “J”"F", the Mining Assets are currently registered and recorded in the name of the Borrower Loan Party 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”"F", 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 EntitiesLoan Parties, the consideration contractually agreed between the prior owners of the Mining Assets and the relevant Group Entities Loan Parties 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 Loan Parties 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 EntitiesLoan Parties, 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 Loan Parties 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 Loan Parties 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 EntitiesLoan Parties, there are no adverse claims, actions, suits or proceedings pending or, to the knowledge of the Group EntitiesLoan Parties, threatened, affecting or which could affect the title to or ownership or use by the Group Entities Loan Parties of the Mining Assets; (j) The Mining Assets do not lie within any protected area, rescue area, reserve, reservation, reserved area or special needs lands as designated by any governmental entity having jurisdiction that would materially impair the development of a mining project on such lands; (k) No dispute exists, is pending or to the Group Entities’ Loan Parties' knowledge, is threatened, with respect to the Mining Assets between the Group Entities Loan Parties and (i) any surface landowner, (ii) a concessionaire of the 3rd third category of minerals in accordance with Applicable Laws, (iii) a concessionaire of hydrocarbons rights, and/or (iv) a Governmental Authority and/or any state-owned company. (l) No archaeological remains have been discovered and no damages to any archaeological remains have been caused as a direct or indirect result of activities undertaken by the Group Entities Loan Parties on the Mining Assets; (m) The Lenders will not be affected or bound by the Group Entities Loan Parties' binding or non-binding agreements with any governmental entity, non-governmental organization, first nation and/or community group, pursuant to which a Group Entity Loan Party has assumed any investment obligation and/or any commitment of other nature; (n) No dispute between the Group Entities Loan Parties and any non-governmental organization, community, community group, aboriginal peoples or aboriginal group exists (other than as set forth in Schedule “K”"G") or, to the Group Entities’ Loan Parties' knowledge, is threatened or imminent with respect to any of the Mining Assets, in each case that could reasonably be expected to have a Material Adverse Effect; (o) None of the Group Entities Loan Parties have received any correspondence or other written communication from any non-governmental organization, community, community group or first nation in relation to the Mining Assets, in each case that could reasonably be expected to have a Material Adverse Effect; and (p) All Permits required by Environmental Laws are in place and all exploration works on the Mining Assets, can be conducted as such exploration activities are contemplated as of the date hereof.

Mining Assets. (a) Schedule “JA” sets out all of the Mining Assets owned or held by any of the Group EntitiesBorrower and its Subsidiaries, directly or indirectly. Unless otherwise noted in Schedule “J”, the The Mining Assets are currently registered and recorded in the name of Andes Corporación Minera S.A. and NPGUS LLC as set out therein, Subsidiaries of the Borrower or a Subsidiary Borrower, 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 “JA”, 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 The consideration contractually agreed between the prior owners of the Mining Assets and the relevant Group Entities each of Andes Corporación Minera S.A. and NPGUS LLC 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 Each of the Borrower, Andes Corporación Minera S.A. and NPGUS LLC 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 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 Borrower, Andes Corporación Minera S.A. and NPGUS LLC 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 None of the Borrower, Andes Corporación Minera S.A., or NPGUS LLC is currently subject to any revocation or intention to revoke all threat of revocation, in whole or in part, of any part of the Mining AssetsAssets by any Governmental Authority. While written notice of a potential revocation was previously received, the matter has been timely addressed with the relevant Governmental Authority, and to the knowledge of the Borrower no further action or proceeding is currently threatened in connection therewith; (i) To the knowledge of the Group Entities, there There are no adverse claims, actions, suits or proceedings pending or, to the knowledge of the Group Entities, or threatened, affecting or which could affect the title to or ownership or use by the Group Entities Borrower, Andes Corporación Minera S.A. or NPGUS LLC of the Mining Assets; (j) The Mining Assets do not lie within any protected area, rescue area, reserve, reservation, reserved area or special needs lands as designated by any governmental entity having jurisdiction that would materially impair the development of a mining project on such lands; (k) No dispute exists, is pending or to the Group Entities’ knowledge, is threatened, with respect to the Mining Assets between the Group Entities and (i) any surface landowner, and/or (ii) a concessionaire of the 3rd category of minerals in accordance with Applicable Laws, (iii) a concessionaire of hydrocarbons rights, and/or (iv) a Governmental Authority and/or any state-owned company. (l) No archaeological remains have been discovered and no damages to any archaeological remains have been caused as a direct or indirect result of activities undertaken by the Group Entities on the Mining Assets; (m) The Lenders will not be affected or bound by the Group Entities binding or non-binding agreements with any governmental entity, non-governmental organization, first nation and/or community group, pursuant to which a Group Entity has assumed any investment obligation and/or any commitment of other nature; (n) No dispute between the Group Entities Borrower or Andes Corporación Minera S.A. or NPGUS LLC and any non-governmental organization, community, community group, aboriginal peoples or aboriginal group exists (other than as set forth in Schedule “K”) or, to the Group Entities’ knowledge, or is threatened or imminent with respect to any of the Mining Assets, in each case that could reasonably be expected to have a Material Adverse Effect; (on) None of the Group Entities Borrower, Andes Corporación Minera S.A. or NPGUS LLC have received any correspondence or other written communication from any non-governmental organization, community, community group or first nation in relation to the Mining Assets, in each case that could reasonably be expected to have a Material Adverse Effect; and (po) All Permits required by Environmental Laws are in place and all exploration works on the Mining Assets, can be conducted as such exploration activities are contemplated as of the date hereof.

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 or proceedings pending or, to the knowledge of the Group Entities, threatened, affecting or which could affect the title to or ownership or use by the Group Entities of the Mining Assets; (j) The Mining Assets do not lie within any protected area, rescue area, reserve, reservation, reserved area or special needs lands as designated by any governmental entity having jurisdiction that would materially impair the development of a mining project on such lands; (k) No dispute exists, is pending or to the Group Entities’ ' knowledge, is threatened, with respect to the Mining Assets between the Group Entities and (i) any surface landowner, (ii) a concessionaire of the 3rd category of minerals in accordance with Applicable Laws, (iii) a concessionaire of hydrocarbons rights, and/or (iv) a Governmental Authority and/or any state-owned company. (l) No archaeological remains have been discovered and no damages to any archaeological remains have been caused as a direct or indirect result of activities undertaken by the Group Entities on the Mining Assets; (m) The Lenders will not be affected or bound by the Group Entities binding or non-binding agreements with any governmental entity, non-governmental organization, first nation and/or community group, pursuant to which a Group Entity has assumed any investment obligation and/or any commitment of other nature; (n) No dispute between the Group Entities and any non-governmental organization, community, community group, aboriginal peoples or aboriginal group exists (other than as set forth in Schedule “"K”") or, to the Group Entities’ ' knowledge, is threatened or imminent with respect to any of the Mining Assets, in each case that could reasonably be expected to have a Material Adverse Effect; (o) None of the Group Entities have received any correspondence or other written communication from any non-governmental organization, community, community group or first nation in relation to the Mining Assets, in each case that could reasonably be expected to have a Material Adverse Effect; and (p) All Permits required by Environmental Laws are in place and all exploration works on the Mining Assets, can be conducted as such exploration activities are contemplated as of the date hereof.