Common use of Covenants of Optionee Clause in Contracts

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. 6.1 During the currency of this Agreement, the Earn-in Period Optionee shall: (a) keep the Mineral Claims Property free and clear of all liensEncumbrances arising from its operations hereunder (other than those in effect on the Effective Date and except liens for taxes not yet due, charges other inchoate liens or liens contested in good faith by Optionee) and encumbrances; comply proceed with all applicable laws, rules and regulations; and carry out operations in a good and workmanlike manner in accordance with generally accepted mining practicediligence to contest or discharge any Encumbrance that is filed; (b) maintain pay or cause to be paid all workers and wage earners employed by it or its contractors on the Mineral Claims Property, and pay for all materials, services and supplies purchased or delivered in connection with its activities on or with respect to the Underlying Agreements in good standingProperty; (c) not breach permit Optionor, or fail to fulfilits representatives duly authorized by it in writing, perform or observe the terms at its own risk and conditions of or pertaining expense, access to the licenses comprised Property at all reasonable times and to all records and reports, if any, prepared by Optionee in connection with work done on or with respect to the Mineral ClaimsProperty, and furnish Optionor within sixty (60) days of the completion of a Program with a report with respect to the work carried out by 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 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 Optionee on or with respect to the Property. 6.2 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 6.2 (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 Optionee will: (a) leave the claims comprising the Property in good standing for a period of two years 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 Optionee’s use and occupancy of the Property; (c) deliver to Optionor, within 120 days of a written request therefor, a report on all work carried out by Optionee on the Property (limited to factual matters only) together with copies of all sample location maps, drillhole assay logs, assay results and other technical data compiled by Optionee with respect to the Property; (d) provide to have the Optionors right (and, if requested by Optionor within 30 120 days of the end effective date of each calendar quarter during which any Qualified Expenditures have been incurred comprehensive written reports showing termination, the operations carried out and obligation) to remove from the results obtained and detailing Property all Facilities erected, installed or brought upon the Qualified Expenditures incurred together with evidence Property by or at the instance of payment thereof. The Optionors shall at all reasonable times have access to the Mineral ClaimsOptionee, provided however that the Optionors this right 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 Expendituresexpire six months following termination; and (e) indemnify and save harmless file a report written to British Columbia assessment report standards on such work carried out by Optionee on the Optionors from and against any and all claimsProperty up to the date of termination which was not contained in a previously filed assessment report, debts, demands, suits, actions and causes of action whatsoever which as may be brought or made against the Optionors reasonably requested 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 propertyOptionor. (f) The Optionee will retain ▇▇▇▇▇▇ ▇▇▇▇▇ as a consultant in accordance with the Consulting Agreement attached as Schedule "D".

Covenants of Optionee. 6.1 During the currency of this Agreement, the The Optionee shall: (a) keep maintain the Mineral Claims Property in good standing and submit assessment work with respect to the Expenditures set out in Section 5 hereof according to applicable laws and regulations; (b) maintain the Property in good standing by the payment of taxes, assessments and rentals and the performance of all other actions which may be reasonably necessary in that regard; (c) permit the Optionor or its authorized representatives, at their own risk, with five (5) days prior notice to the Optionee, access to the Property at all reasonable times, provided that the Optionor agrees to indemnify the Optionee against and to save it harmless from all costs, claims, liabilities and expenses that the Optionee may incur or suffer as a result of any property or other damage or injury (including injury causing death) to the Optionor or its authorized representatives while on the Property, except for any costs, claims, liabilities and expenses incurred as a result of any negligent act or omission of the Optionee or its employees and agents; (d) permit the Optionor, at its sole discretion, to participate in any management reviews of the exploration programs relating to the Property; (e) do all work on the Property in a good and workmanlike fashion in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority; (f) indemnify and save the Optionor harmless in respect of any and all costs claims, liabilities and expenses that the Optionor may incur or suffer, including those pursuant to the Environmental Laws, arising out of the Optionee's activities on the Property and, without limiting the generality of the foregoing shall, during the Option Period carry third party liability insurance of not less than Five Million ($5,000,000) Dollars in respect of its operations on the Property for the benefit of the Optionee and the Optionor as their interests may appear; (g) not make any agreement whereby any third party may acquire any portion of its interest in the Property or under this Agreement otherwise than in accordance with the provisions of this Agreement; and (h) not act or fail to do any act which it is required to do under this Agreement or otherwise which would result in the Property or any part thereof, not being free and clear of all liens, charges and charges, encumbrances; comply with all , obligations or liabilities, including those pursuant to 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 propertyEnvironmental Laws. (f) The Optionee will retain ▇▇▇▇▇▇ ▇▇▇▇▇ as a consultant in accordance with the Consulting Agreement attached as Schedule "D".

Covenants of Optionee. 6.1 During the currency of this Agreement, the The Optionee shall: (a) keep maintain the Mineral Claims Property in good standing and submit assessment work with respect to the Expenditures set out in Section 5 hereof according to applicable laws and regulations; (b) maintain the Property in good standing by the payment of taxes, assessments and rentals and the performance of all other actions which may be reasonably necessary in that regard; (c) permit the Optionor or its authorized representatives, at their own risk, and with five (5) days prior notice to the Optionee, access to the Property at all reasonable times, provided that the Optionor agrees to indemnify the Optionee against and to save it harmless from all costs, claims, liabilities and expenses that the Optionee may incur or suffer as a result of any property or other damage or injury (including injury causing death) to the Optionor or its authorized representatives while on the Property, except for any costs, claims, liabilities and expenses incurred as a result of any negligent act or omission of the Optionee or its employees and agents; (d) do all work on the Property in a good and workmanlike fashion in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority; (e) indemnify and save the Optionor harmless in respect of any and all costs claims, liabilities and expenses that the Optionor may incur or suffer, including those pursuant to the Environmental Laws, arising out of the Optionee's activities on the Property and, without limiting the generality of the foregoing shall, during the Option Period carry third party liability insurance of not less than Five Million ($5,000,000) Dollars in respect of its operations on the Property for the benefit of the Optionee and the Optionor as their interests may appear; (f) not make any agreement whereby any third party may acquire any portion of its interest in the Property or under this Agreement otherwise than in accordance with the provisions of this Agreement; and (g) not act or fail to do any act which it is required to do under this Agreement or otherwise which would result in the Property or any part thereof, not being free and clear of all liens, charges and charges, encumbrances; comply with all , obligations or liabilities, including those pursuant to 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 propertyEnvironmental Laws. (f) The Optionee will retain ▇▇▇▇▇▇ ▇▇▇▇▇ as a consultant in accordance with the Consulting Agreement attached as Schedule "D".