Common use of Mining Properties Clause in Contracts

Mining Properties. (a) Schedule A attached hereto sets out all of the mining properties that comprise the Cerro Quema Project (the “Properties”). ▇▇▇▇▇▇ Cerro Quema is the holder of record of, and is the owner of a 100% undivided beneficial interest in and to its right, title and interest in, all of the Properties, free and clear of all Encumbrances, other than the Permitted Encumbrances. (b) Other than pursuant to the terms of the Cerro Quema Escrow Agreement, there are no adverse interests or options to acquire or purchase the Properties or any portion thereof or any right, title or interest therein. No Person has any proprietary or possessory interest in such mining properties other than ▇▇▇▇▇▇ Cerro Quema and subject only to the rights of any Governmental Authority having jurisdiction and as described in Schedule B attached hereto, no Person is entitled to any royalty or other payment in the nature of rent or royalty on any minerals, metals or concentrates or any other such products removed or produced from such mining properties. (c) ▇▇▇▇▇▇ Cerro Quema has all necessary rights of entry and exit to and from the Properties and the surfaces thereof to carry out all necessary mining operations on such mining properties. (d) Except for those notices previously disclosed to the Buyer (including the notice in respect of environmental obligations pending from 2005), to the knowledge of the Seller, ▇▇▇▇▇▇ Cerro Quema has not received any notice from any Governmental Authority alleging that it or any of its predecessors in interests in respect of the Properties has violated or is violating in any material respect any Environmental Law to which such mining properties are subject. (e) To the knowledge of the Seller, the Properties are in good standing in all material respects with respect to the performance of all material obligations required under Applicable Law (including, without limitation, the payment of all maintenance costs, the performance of all minimum assessment work and the filing of reports with respect to minimum assessment work) and the condition of such mining properties is in material compliance with all Applicable Laws and all Orders of all Governmental Authorities having jurisdiction, including in respect of any material Environmental liability related to or arising out of such mining properties.

Mining Properties. (a) Schedule A C attached hereto sets out all of the mining properties that comprise the Cerro Quema Project La Libertad Mine (the “Properties”). ▇▇▇▇▇▇ Cerro Quema Except as specified in Schedule C, Desminic is the holder of record of, and is the owner of a 100% undivided beneficial interest in and to its right, title and interest in, all of the Properties, free and clear of all Encumbrances, other than the Permitted Encumbrances. (b) Other than pursuant to the terms of the Cerro Quema Escrow Agreement, there There are no adverse interests or options to acquire or purchase the Properties or any portion thereof or any right, title or interest therein. No Person has any proprietary or possessory interest in such mining properties other than ▇▇▇▇▇▇ Cerro Quema Desminic and subject only to the rights of any Governmental Authority having jurisdiction and as described in Schedule B G attached hereto, no Person is entitled to any royalty or other payment in the nature of rent or royalty on any minerals, metals or concentrates or any other such products removed or produced from such mining properties. (c) ▇▇▇▇▇▇ Cerro Quema Desminic has all necessary rights of entry and exit to and from the Properties and the surfaces thereof to carry out all necessary mining operations on such mining properties. (d) Except for those notices previously disclosed to the Buyer (including the notice in respect of environmental obligations pending from 2005), to the knowledge of the Seller, ▇▇▇▇▇▇ Cerro Quema Desminic has not received any notice from any Governmental Authority alleging that it or any of its predecessors in interests in respect of the Properties has violated or is violating in any material respect any Environmental Law to which such mining properties are subject. (e) To the knowledge of the Seller, the Properties are in good standing in all material respects with respect to the performance of all material obligations required under Applicable Law (including, without limitation, the payment of all maintenance costs, the performance of all minimum assessment work and the filing of reports with respect to minimum assessment work) and the condition of such mining properties is in material compliance with all Applicable Laws and all Orders of all Governmental Authorities having jurisdiction, including in respect of any material Environmental liability related to or arising out of such mining properties.

Mining Properties. (ai) Schedule A attached hereto sets out all of The Credit Parties hold appropriate property or proprietary interests or rights, recognized in the mining properties that comprise jurisdictions in which their respective businesses are conducted, sufficient to permit the Cerro Quema Project (Credit Parties to conduct mineral exploration, development, production and related activities on the “Properties”). ▇▇▇▇▇▇ Cerro Quema is the holder of record of, and is the owner of a 100% undivided beneficial interest in and to its right, title and interest in, all of the PropertiesMining Properties as currently conducted, free and clear of any Encumbrances except for Permitted Encumbrances and other than as set out at Schedule 7.1(t)(i) of the Disclosure Letter. (ii) All Mining Properties are validly registered and recorded in accordance with all EncumbrancesApplicable Laws and are valid and subsisting; the Credit Parties have all necessary surface rights, access rights and other necessary rights and interests relating to the Mining Properties to conduct activities as currently conducted, with only such exceptions as do not unreasonably interfere with the use made by the Credit Parties of the rights or interest so held; and each of the Mining Properties and each of the documents, agreements and instruments and obligations relating thereto is currently in good standing in the name of the Borrower or one of the other Credit Parties. (iii) All maintenance fees, recording fees and Taxes and all other amounts have been paid when due and payable and all other actions and all other obligations as are required to maintain the Mining Properties in good standing to the date hereof have been taken and complied with. (iv) The Borrower or one of the other Credit Parties has the exclusive right to deal with the Mining Properties, and there are no restrictions on the ability of the Credit Parties to use, transfer or exploit the Mining Properties except pursuant to Applicable Laws and other than as set out at Schedules 7.1(t)(iv) and 7.1(t)(v) of the Disclosure Letter. (v) Other than as set out at Schedule 7.1(t)(v) of the Disclosure Letter, no person other than the Permitted Encumbrances. (b) Other than pursuant to the terms of the Cerro Quema Escrow Agreement, there are no adverse interests or options to acquire or purchase the Properties or any portion thereof or Credit Parties has any right, title or interest therein. No Person has in or to the Mining Properties or any proprietary or possessory interest in such mining properties other than ▇▇▇▇▇▇ Cerro Quema and subject only the production or profits to be obtained in the rights future from the Mining Properties or any option, back-in right, earn in right, right of any Governmental Authority having jurisdiction and as described first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in Schedule B attached heretothe nature of rent or royalty, no Person is entitled to any royalty or other right capable of becoming an agreement, option, back-in right, earn in right, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty on any minerals, metals or concentrates or any other such products removed or produced from such mining propertiesin respect thereof except pursuant to Applicable Law. (cvi) ▇▇▇▇▇▇ Cerro Quema No Credit Party has all necessary rights received any notice, whether written or oral, from any Governmental Authority of entry and exit any revocation or intention to and from revoke the Properties and the surfaces thereof to carry out all necessary mining operations on interest of such mining propertiesCredit Party in any Mining Properties. (dvii) Except for those notices previously disclosed to Other than as set out at Schedule 7.1(t)(vii) of the Buyer (including the notice in respect of environmental obligations Disclosure Letter, there are no adverse claims, actions, suits or proceedings that are pending from 2005)or, to the knowledge of the SellerBorrower, ▇▇▇▇▇▇ Cerro Quema has not received any notice from any Governmental Authority alleging that it threatened, and there is no state of facts or any of its predecessors in interests in respect events that, to the knowledge of the Properties has violated Borrower, would reasonably be expected to give rise thereto or is violating in to adversely affect the title to or right to explore or develop the Mining Properties, including without limitation, claims of any material respect any Environmental Law to which such mining properties are subjectcommunity, including First Nations, that resides within or near the areas of the Mining Properties. (eviii) The Credit Parties have not received written notice of any violation of or non- compliance with the Mining Properties or their respective obligations thereunder, and are not aware of any circumstances which by notice or lapse of time would reasonably be expected to result in a breach of the Credit Parties obligations or otherwise constitute a default by the Credit Parties thereunder. (ix) To the knowledge of the SellerBorrower, all of the Properties services, utilities, ingress and egress roadways, means of transportation, equipment and materials or supplies necessary for the Credit Parties to operate the Projects in accordance with Applicable Laws and Authorizations, and in accordance with and as contemplated by the Mine Plan are in good standing available, in all material respects with respect respects. The employees, agents and representatives of the Credit Parties have had, and will have, free and unrestricted access to the performance Projects and have not been prevented or restrained from exercising their rights of all access in any material obligations required under Applicable Law respect. (includingx) Except as set out in Schedule 7.1(t)(x) of the Disclosure Letter, without limitationthere has been no adverse change of which the Borrower is aware that would disaffirm, materially misrepresent or materially change any aspect of the payment of all maintenance costs, the performance of all minimum assessment work and Technical Reports or that would require the filing of reports with respect to minimum assessment worka new technical report under National Instrument 43-101 and applicable Securities Laws. To the knowledge of the Borrower, all of the assumptions contained in the Technical Reports were reasonable and appropriate as at the date thereof. The Technical Reports were prepared by, or under the supervision of, a qualified person within the meaning of National Instrument 43- 101. (xi) The Mining Properties are properly and the condition accurately described in Schedule A of such mining properties is in material compliance with all Applicable Laws and all Orders of all Governmental Authorities having jurisdiction, including in respect of any material Environmental liability related to or arising out of such mining propertiesthis Agreement.