Common use of Property and Title Clause in Contracts

Property and Title. Applying customary standards in the Canadian mining industry, each of Target, its subsidiaries and its material joint ventures has, to the extent necessary to permit the operation of their respective businesses as presently conducted; (a) sufficient title, clear of any title defect or Lien (other than as disclosed in Target’s Public Disclosure Record) to its operating properties and properties with estimated proven and probable mineral reserves and/or estimated mineral resources (other than property to which it is lessee, in which case it has a valid leasehold interest) and (b) good and sufficient title to the real property interests including, without limitation, fee simple estate of and in real property, leases, easements, rights of way, permits, mining claims, concessions or licenses from landowners or authorities permitting the use of land by Target, its subsidiaries and its material joint ventures (other than as disclosed in Target’s Public Disclosure Record). Target, its subsidiaries and its material joint ventures hold all mineral rights required to continue their respective businesses and operations as currently concluded and as proposed to be conducted as disclosed in Target’s Public Disclosure Record, except to the extent that a failure to do so would not constitute a Material Adverse Effect with respect to Target. Except for such failures of title or Liens and royalty burdens that would, individually or in the aggregate, not have a Material Adverse Effect with respect to Target, (x) all mineral rights held by Target, its subsidiaries and its material joint ventures are free and clear of all Liens and royalty burdens (other than as disclosed in Target’s Public Disclosure Record) and (y) none of such mineral rights are subject to reduction by reference to mine payout or otherwise except for those created in the ordinary course of business and which would not have a Material Adverse Effect with respect to Target.

Property and Title. Applying customary standards in the Canadian mining industry, each of TargetPurchaser, its subsidiaries and its material joint ventures has, to the extent necessary to permit the operation of their respective businesses as presently conducted; (a) sufficient title, clear of any title defect or Lien (other than as disclosed in TargetPurchaser’s Public Disclosure Record) to its operating properties and properties with estimated proven and probable mineral reserves and/or estimated mineral resources (other than property to which it is lessee, in which case it has a valid leasehold interest) and (b) good and sufficient title to the real property interests including, without limitation, fee simple estate of and in real property, leases, easements, rights of way, permits, mining claims, concessions or licenses from landowners or authorities permitting the use of land by TargetPurchaser, its subsidiaries and its material joint ventures (other than as disclosed in TargetPurchaser’s Public Disclosure Record). TargetPurchaser, its subsidiaries and its material joint ventures hold all mineral rights required to continue their respective businesses and operations as currently concluded and as proposed to be conducted as disclosed in TargetPurchaser’s Public Disclosure Record, except to the extent that a failure to do so would not constitute a Material Adverse Effect with respect to TargetPurchaser. Except for such failures of title or Liens and royalty burdens that would, individually or in the aggregate, not have a Material Adverse Effect with respect to TargetPurchaser, (x) all mineral rights held by TargetPurchaser, its subsidiaries and its material joint ventures are free and clear of all Liens and royalty burdens (other than as disclosed in TargetPurchaser’s Public Disclosure Record) and (y) none of such mineral rights are subject to reduction by reference to mine payout or otherwise except for those created in the ordinary course of business and which would not have a Material Adverse Effect with respect to TargetPurchaser.

Property and Title. Applying customary standards in the Canadian mining industry, each of Targetthe Offeror, its subsidiaries Subsidiaries and its material joint ventures has, to the extent necessary to permit the operation of their respective businesses as presently conducted; (a) has sufficient title, clear of any title defect or Lien Encumbrance (other than as disclosed in Target’s Public Disclosure RecordDisclosed Publicly) to its operating properties and properties with estimated proven and probable mineral reserves and/or estimated mineral resources (other than property to which it is lessee, in which case it has a valid leasehold interest) and (b) has good and sufficient title to the real property interests including, without limitation, fee simple estate of and in real property, leases, easements, rights of way, permits, mining claims, concessions permits or licenses licences from landowners or authorities permitting the use of land by Targetthe Offeror, its subsidiaries Subsidiaries and its material joint ventures (other than necessary to permit the operation of their respective businesses as disclosed in Target’s Public Disclosure Record)presently owned and conducted. TargetThe Offeror, its subsidiaries Subsidiaries and its material joint ventures hold all mineral rights required to continue their respective businesses business and operations as currently concluded conducted and as proposed to be conducted as disclosed in Target’s Public Disclosure RecordDisclosed Publicly, except to the extent that a failure to do so would not constitute a Material Adverse Effect with respect to Targetthe Offeror. Except for such failures of title or Liens and royalty burdens that would, individually or in the aggregate, not have a Material Adverse Effect with respect to Target, (x) all All mineral rights held by Targetthe Offeror, its subsidiaries Subsidiaries and its material joint ventures are free and clear of all Liens Encumbrances and royalty burdens (other than as disclosed in Target’s Public Disclosure Record) Disclosed Publicly), and (y) none of such mineral rights are subject to reduction by reference to mine payout or otherwise except for those created in the ordinary course of business and which would not have a Material Adverse Effect with respect to Targetthe Offeror, except for such failures of title that would, individually or in the aggregate, not have a Material Adverse Effect with respect to the Offeror.

Property and Title. Applying customary standards in the Canadian mining industry, each of Target, its subsidiaries and its material joint ventures has, to the extent necessary to permit the operation of their respective businesses as presently conducted; (a) sufficient title, clear of any title defect or Lien (other than as disclosed in Target’s 's Public Disclosure Record) to its operating properties and properties with estimated proven and probable mineral reserves and/or estimated mineral resources (other than property to which it is lessee, in which case it has a valid leasehold interest) and (b) good and sufficient title to the real property interests including, without limitation, fee simple estate of and in real property, leases, easements, rights of way, permits, mining claims, concessions or licenses from landowners or authorities permitting the use of land by Target, its subsidiaries and its material joint ventures (other than as disclosed in Target’s 's Public Disclosure Record). Target, its subsidiaries and its material joint ventures hold all mineral rights required to continue their respective businesses and operations as currently concluded and as proposed to be conducted as disclosed in Target’s 's Public Disclosure Record, except to the extent that a failure to do so would not constitute a Material Adverse Effect with respect to Target. Except for such failures of title or Liens and royalty burdens that would, individually or in the aggregate, not have a Material Adverse Effect with respect to Target, (x) all mineral rights held by Target, its subsidiaries and its material joint ventures are free and clear of all Liens and royalty burdens (other than as disclosed in Target’s 's Public Disclosure Record) and (y) none of such mineral rights are subject to reduction by reference to mine payout or otherwise except for those created in the ordinary course of business and which would not have a Material Adverse Effect with respect to Target.

Property and Title. Applying customary standards in the Canadian mining industry, each of TargetPurchaser, its subsidiaries and its material joint ventures has, to the extent necessary to permit the operation of their respective businesses as presently conducted; (a) sufficient title, clear of any title defect or Lien (other than as disclosed in Target’s Purchaser's Public Disclosure Record) to its operating properties and properties with estimated proven and probable mineral reserves and/or estimated mineral resources (other than property to which it is lessee, in which case it has a valid leasehold interest) and (b) good and sufficient title to the real property interests including, without limitation, fee simple estate of and in real property, leases, easements, rights of way, permits, mining claims, concessions or licenses from landowners or authorities permitting the use of land by TargetPurchaser, its subsidiaries and its material joint ventures (other than as disclosed in Target’s Purchaser's Public Disclosure Record). TargetPurchaser, its subsidiaries and its material joint ventures hold all mineral rights required to continue their respective businesses and operations as currently concluded and as proposed to be conducted as disclosed in Target’s Purchaser's Public Disclosure Record, except to the extent that a failure to do so would not constitute a Material Adverse Effect with respect to TargetPurchaser. Except for such failures of title or Liens and royalty burdens that would, individually or in the aggregate, not have a Material Adverse Effect with respect to TargetPurchaser, (x) all mineral rights held by TargetPurchaser, its subsidiaries and its material joint ventures are free and clear of all Liens and royalty burdens (other than as disclosed in Target’s Purchaser's Public Disclosure Record) and (y) none of such mineral rights are subject to reduction by reference to mine payout or otherwise except for those created in the ordinary course of business and which would not have a Material Adverse Effect with respect to TargetPurchaser.