Covenants of Optionee Clause Samples

Covenants of Optionee. 6.1 During the currency of this Agreement, the Optionee shall: (a) keep the Mineral Claims free and clear of all liens, charges and encumbrances; comply with all applicable laws, rules and regulations; and carry out operations in a good and workmanlike manner in accordance with generally accepted mining practice; (b) maintain the Mineral Claims and the Underlying Agreements in good standing; (c) not breach or fail to fulfil, perform or observe the terms and conditions of or pertaining to the licenses comprised in the Mineral Claims; (d) provide to the Optionors within 30 days of the end of each calendar quarter during which any Qualified Expenditures have been incurred comprehensive written reports showing the operations carried out and the results obtained and detailing the Qualified Expenditures incurred together with evidence of payment thereof. The Optionors shall at all reasonable times have access to the Mineral Claims, provided that the Optionors will not interfere with the Optionee's operations hereunder. The Optionors will have the right from time to time on reasonable notice to the Optionee to audit and make copies of the books and records of the Optionee which are relevant to Qualified Expenditures; and (e) indemnify and save harmless the Optionors from and against any and all claims, debts, demands, suits, actions and causes of action whatsoever which may be brought or made against the Optionors by any person, firm or corporation and all loss, costs, damages, expenses and liabilities which may be suffered or incurred by the Optionors arising out of or in connection with or in any way referable to, whether directly or indirectly, the entry on, presence on, or activities on the Mineral Claims or the approaches thereto by the Optionee or its servants or agents including without limitation bodily injuries or death at any time resulting therefrom or damage to property. (f) The Optionee will retain ▇▇▇▇▇▇ ▇▇▇▇▇ as a consultant in accordance with the Consulting Agreement attached as Schedule "D".

Covenants of Optionee. 11.1 At the signing of this Agreement or as soon as possible thereafter, provide the Optionors a Quitclaim Deed which is to be held in trust by the lawyers for the Optionors and released as follows and then which may be registered against the title to the Property: (a) to the Optionors in the event that the Option expires without exercise or is terminated by either party to this Agreement; (b) to the Optionee upon the exercise of the Option. 11.2 Following the signing of this Agreement, the Optionee will: (a) in addition to the obligations to keep the Property in good standing as set forth elsewhere in this Agreement, keep the Property in good standing for a period of one year following the date of the termination, expiration or exercise of the Option; (b) keep the Property free and clear of all liens, charges and encumbrances arising from its operations hereunder during the term of the Option and then for a period of six years following the date of the termination, expiration or exercise of the Option; (c) in the event that the laws in the State of Nevada or the federal laws of the United States of America allow or require the filing of assessment reports, then from time to time, file all exploration work as assessment work against the Property to the maximum allowable extent; (d) subject to Section 11.1(c), the Optionee will file, as assessment work against each of the mining claims then forming the Property, all exploration expenses to the maximum amount allowable and will use its best efforts to ensure that the applicable government authority accepts all of those expenditures as assessment and the Optionee will ensure that the assessment work is credited to each of the mining claims then forming the Property; (e) permit the Optionors, or their representatives duly authorized by it in writing, at its own risk and expense, access to the Property at all reasonable times; (f) permit the Optionors, or their representatives duly authorized by it in writing, access to all records pertaining to the Property, including those prepared by the Optionee and those prepared by other people both before and after the date of this Agreement, in respect to the Property (or any Additional Property regardless of whether the Area of Interest Option was exercised) or work done on or with respect to the Property (or any Additional Property regardless of whether the Area of Interest Option was exercised), including, but not restricted to, all drill core, assay pulps, maps, dri...

Covenants of Optionee. 5.1 During the Earn-in Period the Optionee shall: (a) keep the Property free and clear of all Encumbrances arising from its operations hereunder (other than those in effect on the Effective Date and except liens for taxes not yet due, other inchoate liens or liens contested in good faith by the Optionee) and proceed with all diligence to contest or discharge any Encumbrance that is filed; (b) pay or cause to be paid all workers and wage earners employed by it or its contractors on the Property, and pay for all materials, services and supplies purchased or delivered in connection with its activities on or with respect to the Property; (c) permit the Optionor at his own risk and expense, access to the Property at all reasonable times and to all records and reports, if any, prepared by the Optionee in connection with work done on or with respect to the Property, and furnish the Optionor within sixty (60) days of the completion of a Program with a report with respect to the work carried out by the Optionee pursuant to such Program and material results obtained; and (d) conduct all work on or with respect to the Property in a careful and workmanlike manner and in compliance with all Applicable Laws, and indemnify and save the Optionor harmless from any and all claims, suits, demands, losses and expenses including, without limitation, with respect to environmental matters, made or brought against it as a result of work done or any act or thing done or omitted to be done by the Optionee on or with respect to the Property. 5.2 In the event of termination of the Option for any reason other than through the exercise thereof, this Agreement, including the Option, but excluding this Section 5.2 (which will continue in full force and effect for so long as is required to give full effect to the same) will be of no further force and effect except that the Optionee will: (a) leave the claims comprising the Property in good standing for a period of six (6) months from the effective date of termination; (b) leave the Property: (i) free and clear of all Encumbrances arising from its operations hereunder, (ii) in a safe and orderly condition, and (iii) in a condition which is in compliance with all Applicable Laws with respect to reclamation and rehabilitation of all disturbances resulting from the Optionee’s use and occupancy of the Property; (c) deliver to the Optionor, within 120 days of a written request therefor, a report on all work carried out by the Optionee on the Pr...

Covenants of Optionee. (a) Optionee has inspected the Property, reviewed all reports and has satisfied all conditions for the benefit of Optionee, except for the environmental condition of the property, contingent on no material changes occurring in the Property or the accuracy of such information between the end of the Inspection Period and the close of escrow. (b) Optionee shall provide the necessary funds required to complete the successful close of this transaction.

Covenants of Optionee. Optionee covenants and agrees with and for the benefit of Parent, Purchaser and the Company as follows: (a) Except as expressly contemplated by the terms of this Agreement, Optionee shall not: (i) until the Expiration Date (as defined herein), sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Options to any person, other than Purchaser or Purchaser's designee. Any attempted transfer or other disposition in violation of this Section 4.01(a)(i) shall be null and void; or (ii) until the Expiration Date, take any other action that would in any way restrict, limit or interfere with the performance of Optionee's obligations hereunder or the transactions contemplated to be performed by Optionee hereunder.

Covenants of Optionee. 11.1 At the signing of this Agreement or as soon as possible thereafter, the Optionee will provide the Optionors a Quitclaim Deed and a Declaration of Value, in forms reasonably acceptable to the Optionors, which are to be held in trust by the lawyers for the Optionors, on commercially reasonable terms reasonably acceptable to the Optionee and released as follows: (a) to the Optionors in the event that the Option expires without exercise or is terminated by either party to this Agreement, in which case the Optionors may record the documents against the title to the Property; and (b) to the Optionee upon the exercise of the Option. 11.2 Further, this Agreement provides for the possibility of additional mining claims becoming subject to the Option in this Agreement and also the right of the Optionee to abandon some mining claims subject to the Option, in certain circumstances. As a result, the list of mining claims, at any time in the future, may be different from the list of mining claims as of the date of this Agreement. Therefore, the Optionee agrees that should the list of mining claims vary from the list of mining claims presently set out in this Agreement (which is also the same list in the current Quitclaim Deed), then as soon as the list of mining claims changes, the Optionee will complete and have duly executed a further Quitclaim Deed and a further Declaration of Value and will immediately deliver that Quitclaim Deed and Declaration of Value to the lawyers for the Optionors to be held in trust pursuant to Section 11.1 and the Optionors will cause the previous unused Quitclaim Deed and Declaration of Value to be marked as void and then will deliver the voided Quitclaim Deed and Declaration of Value to the lawyers for the Optionee. 11.3 Following the signing of this Agreement, the Optionee will: (a) in addition to and not in substitution for the obligations to keep the Property in good standing as set forth elsewhere in this Agreement, keep the Property in good standing for a period of one year following the date of the termination, expiration or exercise of the Option; (b) keep the Property free and clear of all liens, charges and encumbrances arising from its operations hereunder during the term of the Option and then for a period of six years following the date of the termination, expiration or exercise of the Option; (c) in the event that the laws in the State of Nevada or the federal laws of the United States of America allow or require the fili...

Covenants of Optionee. Optionee covenants as follows: (a) If Optionee has acquired the Securities for Twelve Million Dollars ($12,000,000) pursuant to the Option set forth in Section 2 (but not pursuant to the Right of First Refusal set forth in Section 9(b) above), and if during the two-year period following the closing of the Purchase Agreement governing the purchase of such Securities, Optionee sells all of the Securities for a purchase price per security that exceeds Twelve Million Dollars ($12,000,000), then Optionee hereby agrees to pay to Vicis, at the closing of such sale, an amount equal to Twenty Percent (20%) of the difference between [A] the purchase price of such securities, and [B] Twelve Million Dollars ($12,000,000). If the purchase price is payable partially in cash and partially in securities, a promissory note or other deferred purchase price, then Vicis’s participation payment under this Section 10(a) shall be pro-rated accordingly. By way of example, if Optionee decides to sell all of the Securities for a cash purchase price of $13,000,000, then Optionee shall pay Vicis $200,000, payable in cash at the closing. By way of further example, if Optionee decides to sell all of the Securities for a purchase price of $13,000,000, payable at the closing by (i) $7,000,000 in cash, (ii) the issuance of securities valued at $5,000,000, and (iii) the issuance of a note for $1,000,000, then Optionee shall pay Vicis $200,0000, payable at the closing (i) $107,692.31 in cash, (ii) the transfer of the securities issued at the closing having a value of $76,923.08, and (iii) an assignment of the principal of the promissory note equal to $15,384.61. (b) Without the written consent of Vicis, which Vicis may grant or withhold at Vicis's sole discretion, Optionee shall not effect any sale of some, but not all, of the Securities during the two-year period following the closing of the Purchase Agreement governing the purchase of such Securities. For the avoidance of doubt, Optionee shall be deemed to have sold Securities in the event that Optionee sells any security of the Company of the same class as any of the Securities during such two-year period. By way of example, any sale of shares of Common Stock by Optionee shall be deemed a sale of the shares of the Common Stock included among the Securities, regardless of whether such shares of Common Stock were actually acquired in conjunction with an acquisition of the Securities or otherwise.

Covenants of Optionee. (a) Optionee shall inspect the Property, review all reports and attempt to satisfy any conditions for the benefit of Optionee; (b) Optionee shall provide the necessary funds required to complete the successful close of this transaction.

Covenants of Optionee. From the date hereof until the Execution Date, Optionee agrees it shall not by its actions or omissions cause (a) the representations and warranties of Optionee in the Purchase Agreement to be untrue in any material respect on the Execution Date or (b) the schedules delivered by the Company pursuant to Section 4 to be different than the Schedules attached hereto as part of Exhibit A in a manner which is materially adverse to Optionee or the Company.