Common use of Material Assets Clause in Contracts

Material Assets. The Corporation is the legal and beneficial owner of, and has good and marketable right, title and interest in and to the material assets of the Corporation reflected in the Corporation’s Information Record as currently being owned by the Corporation, free and clear of all Liens (except as otherwise disclosed in the Corporation’s Information Record). The Corporation is the legal and beneficial owner of, and has good and marketable right, title and interest in and to the Saskatchewan Projects, and the Corporation’s ownership interest in the Mining Claims is as will be set forth in the Title Opinion. Any and all Contracts pursuant to which the Corporation holds material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) (including in respect of the Saskatchewan Projects, subject to the qualifications to be provided in the Title Opinion) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms (subject to the Enforceability Qualifications), and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Corporation is not aware of any disputes with respect thereto and such assets are in good standing under the applicable Laws of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Corporation derives its interests (whether legal or beneficial) in such material assets (and, to the Corporation’s knowledge, all leases, licenses, concessions, and claims pursuant to which the Corporation derives its interests (whether legal or beneficial) in the Saskatchewan Projects) are in good standing (subject to the qualifications to be provided in the Title Opinion) and there has been no material default under any such leases, licences, concessions, and claims of the Corporation and all taxes required to be paid by the Corporation with respect to such assets to the date hereof have been paid.

Material Assets. The Corporation Company and each of its subsidiaries is the absolute legal and beneficial owner of, and has good and marketable righttitle to, title and interest in and to the all of its material assets of the Corporation reflected in the Corporation’s Information Record as currently being owned by the Corporation, free and clear of all Liens (except mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than as otherwise disclosed in the Corporation’s Information Record). The Corporation is Offering Documents and no other assets or property rights are necessary for the legal and beneficial owner ofconduct of the business of the Company or the subsidiaries, as the case may be, and has good and marketable rightthere are no restrictions on the ability of the Company or its subsidiaries, title and interest in and as applicable, to the Saskatchewan Projectsuse, transfer or otherwise exploit such assets or property rights, and the Corporation’s ownership interest Company does not know of any claim or basis for a claim, except as disclosed to the Underwriters in writing, that might or could adversely affect its or the subsidiaries rights, as applicable, to use, transfer or otherwise exploit such assets or property rights and none of the Company or the subsidiaries has any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any Person with respect to the assets or property rights thereof, except as disclosed in the Mining Claims is as will be set forth in the Title OpinionOffering Documents. Any and all Contracts agreements pursuant to which the Corporation Company or any subsidiary holds its material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) (including in respect of the Saskatchewan Projects, subject to the qualifications to be provided in the Title Opinion) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms (subject to the Enforceability Qualifications)terms, and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Corporation Company, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable Laws statutes and regulations of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Corporation Company or its subsidiaries derives its interests (whether legal or beneficial) in such material assets (and, to the Corporation’s knowledge, all leases, licenses, concessions, and claims pursuant to which the Corporation derives its interests (whether legal or beneficial) in the Saskatchewan Projects) are in good standing (subject to the qualifications to be provided in the Title Opinion) and there has been no material default under any such leases, licences, concessions, and claims of the Corporation and all taxes required to be paid by the Corporation with respect to such assets to the date hereof have been paid.

Material Assets. The Corporation is is, directly or indirectly, the legal and beneficial owner of, and has good and marketable right, title and interest in and to the material assets of the Corporation and the Corporation Subsidiaries. Neither the Corporation nor the Corporation Subsidiaries owns any real property. The interests of the Corporation and the Corporation Subsidiaries are as reflected in the Corporation’s Information Record as currently being owned by the CorporationRecord, free and clear of all Liens (except as otherwise disclosed in the Corporation’s Information Record). The Corporation is the legal and beneficial owner of, and has good and marketable right, title and interest in and to the Saskatchewan Projects, and the Corporation’s direct or indirect ownership interest interests in the Mining Claims is of the Iberian Belt West Project are as will be set forth in the Iberian Belt West Title Opinion. Any and all Contracts pursuant to which the Corporation or any Corporation Subsidiary holds material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) (including in respect of the Saskatchewan ProjectsIberian Belt West Project, subject to the qualifications to be provided in the Iberian Belt West Title Opinion) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms (subject to the Enforceability Qualifications), and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Corporation Corporation, after making due enquiries, is not aware of any disputes with respect thereto (other than as disclosed in the Corporation’s Information Record) and such assets are in good standing under the applicable Laws of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Corporation derives its interests and the Corporation Subsidiaries have an economic interest (whether legal or beneficial) in such material assets (and, to the Corporation’s knowledge, all leases, licenses, concessions, and claims pursuant to which the Corporation derives its interests (whether legal or beneficial) in the Saskatchewan Projects) are in good standing (subject to the qualifications to be provided in the Iberian Belt West Title Opinion) and there has been no material default under any such leases, licences, concessions, and claims of the Corporation and all taxes required to be paid by the Corporation with respect to such assets to the date hereof have been paid.

Material Assets. The Corporation is the legal and beneficial owner ofdirectly or indirectly, and has good and full marketable rightright to, title and interest in and to profits derived from the material assets of the Corporation and the Corporation Subsidiaries reflected in the Corporation’s Information Record as currently being owned by and the Corporationmost recent draft of the Prospectus, free and clear of all Liens (except as otherwise adequately disclosed in the Corporation’s Information RecordRecord and the most recent draft of the Prospectus). The interests of the Corporation is and the legal Corporation Subsidiaries, the Gibellini Project Lessors and beneficial owner ofCOMIBOL, as applicable, in the Gibellini Mineral Rights and has good and marketable right, title and interest in and the Pulacayo Paca Mineral Rights are as described in the Corporation Information Record (subject to the Saskatchewan Projects, and the Corporation’s ownership interest qualifications as to be provided in the Mining Claims is as will be set forth in the relevant Title Opinion). Any and all Contracts pursuant to which the Corporation or any Corporation Subsidiary holds material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) (including in respect of the Saskatchewan Projectsa Project, subject to the qualifications to be provided in the relevant Title Opinion) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms (subject to the Enforceability Qualifications)terms, and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Corporation Corporation, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable Laws of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Corporation derives its and the Corporation Subsidiaries, the Gibellini Project Lessors and COMIBOL derive their interests (whether legal or beneficial) in such material assets (and, to the Corporation’s knowledge, all leases, licenses, concessions, and claims pursuant to which the Corporation derives its interests (whether legal or beneficial) in the Saskatchewan Projects) are in good standing (subject to the qualifications to be provided in the applicable Title Opinion) and there has been no material default under any such leases, licences, concessions, and mineral rights or claims of the Corporation and all taxes required to be paid by the Corporation with respect to such assets to the date hereof have been paid.

Material Assets. The Corporation Each of the Company and/or the Subsidiaries is the absolute legal and beneficial owner of, and has good and marketable righttitle to, title and interest in and to the all of its material assets of the Corporation reflected as described in the Corporation’s Information Public Record as currently being owned by or the CorporationDue Diligence Materials, free and clear of all Liens (except other than as otherwise disclosed in the Corporation’s Information Record). The Corporation is Public Record or the legal Due Diligence Materials and beneficial owner ofno other assets are necessary for the conduct of the business of the Company and/or the Subsidiaries as currently carried on and there are no restrictions on the ability of the Company and/or the Subsidiaries to use, and has good and marketable right, title and interest in and to the Saskatchewan Projectsaccess or transfer such assets, and the Corporation’s ownership interest Company does not know of any claim or basis for a claim that might or could adversely affect its rights to use, access or transfer such assets and, other than as described in the Mining Claims is as will be set forth in Public Record or the Title OpinionDue Diligence Materials, the Company and the Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the assets thereof. Any and all Contracts agreements pursuant to which the Corporation holds Company and/or the Subsidiaries hold their material assets or is are entitled to the use of or to acquire ownership of material assets (whether directly or indirectly) (including in respect of the Saskatchewan Projects, subject to the qualifications to be provided in the Title Opinion) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms (subject to the Enforceability Qualifications)terms, and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Corporation Company is not aware of any disputes with respect thereto and such assets are in good standing under the applicable Laws statutes and regulations of the jurisdictions in which they are situate. Other than as described in the Public Record or the Due Diligence Materials, and all leases, licences, concessions, mineral rights and claims pursuant to which none of the Corporation derives its interests (whether legal or beneficial) in such material assets (and, to the Corporation’s knowledge, all leases, licenses, concessions, and claims pursuant to which the Corporation derives its interests (whether legal or beneficial) in the Saskatchewan Projects) are in good standing (subject to the qualifications to be provided in the Title Opinion) and there has been no material default under any such leases, licences, concessions, and claims of the Corporation and all taxes required to be paid by Company or the Corporation Subsidiaries (including with respect to such assets any interest in or right to the date hereof have been paidearn an interest in any material assets) are subject to any right of first refusal or purchase or acquisition right.

Material Assets. The Corporation Each of the Company and the Material Subsidiary is the absolute legal and beneficial owner of, and has good and marketable righttitle to, title and interest in and to the all of its material assets of the Corporation reflected in the Corporation’s Information Record as currently being owned by the Corporation, free and clear of all Liens (except mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than as otherwise disclosed in the Corporation’s Information Record). The Corporation is Public Record and no other assets or property rights are necessary for the legal and beneficial owner ofconduct of the business of the Company or the Material Subsidiary, as the case may be, and has good and marketable rightthere are no restrictions on the ability of the Company or the Material Subsidiary, title and interest in and as applicable, to the Saskatchewan Projectsuse, transfer or otherwise exploit such assets or property rights, and the Corporation’s ownership interest Company does not know of any claim or basis for a claim that might or could adversely affect its or the Material Subsidiary rights, as applicable, to use, transfer or otherwise exploit such assets or property rights and none of the Company or the Material Subsidiary has any responsibility or obligation to pay any material commission, royalty, licence, fee or similar payment to any person with respect to the assets or property rights thereof, except as disclosed in the Mining Claims is as will be set forth in the Title OpinionPublic Record. Any and all Contracts agreements pursuant to which the Corporation Company or the Material Subsidiary holds its material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) (including in respect of the Saskatchewan Projects, subject to the qualifications to be provided in the Title Opinion) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms (subject to the Enforceability Qualifications)terms, and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Corporation Company, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable Laws statutes and regulations of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Corporation Company or the Material Subsidiary derives its interests (whether legal or beneficial) in such material assets (and, to the Corporation’s knowledge, all leases, licenses, concessions, and claims pursuant to which the Corporation derives its interests (whether legal or beneficial) in the Saskatchewan Projects) are in good standing (subject to the qualifications to be provided in the Title Opinion) and there has been no material default under any such leases, licences, concessions, and claims of the Corporation and all taxes required to be paid by the Corporation with respect to such assets to the date hereof have been paid.. Underwriting Agreement