Covenants of Optionor Sample Clauses

Covenants of Optionor. 3.1 During the Option Period, Optionor will: (a) not do any act or thing which would or might in any way adversely affect the rights of Optionee hereunder; (b) keep the Property free and clear of all Encumbrances; (c) not transfer or agree to transfer all or any of its right, title or interest in and to the Property, except as provided for in this Agreement; (d) make available to Optionee and its representatives all available relevant technical data, geotechnical reports, maps, digital files and other data with respect to the Property in Optionor's possession or control, including drill core and soil and assay samples, and all records and files relating to the Property, and permit Optionee and its representatives at their own expense to take abstracts therefrom and make copies thereof; (e) promptly provide Optionee with any and all notices and correspondence received by Optionor from government or regulatory agencies or authorities, or otherwise in respect of the Property; (f) cooperate fully with Optionee in obtaining any surface and other rights on or related to the Property as Optionee deems desirable; (g) file all exploration expenditures and pay any and all necessary fees to keep the claims comprising the Property in good standing; (h) grant to Optionee, its directors, officers, employees, agents and independent contractors, the sole and exclusive right and option to: (i) enter upon the Property; (ii) have exclusive and quiet possession of the Property; (iii) do such prospecting, exploration, development or other mining work on the Property as Optionee in its sole discretion may consider advisable; (iv) bring and erect upon the Property such buildings, plant, machinery, equipment and facilities as Optionee may consider advisable; and (v) remove from the Property and dispose of any material, ores, minerals and metals for the purpose of obtaining assays or making other tests. 3.2 Upon the exercise of the Option, the Optionor will execute and deliver or cause to be executed and delivered within 10 Business Days of the exercise date of the Option to Optionee, or register or cause to be registered with all applicable agencies or places of record, transfers of the Property in favour of Optionee, which transfers may be recorded by Optionee at all such agencies or places of record as may be appropriate or desirable to effect the legal or recorded transfer of the Property to Optionee. Until such transfers are completed, Optionee shall be entitled to register o...

Covenants of Optionor. Optionor covenants and agrees with Optionee that: (a) During the Term, should Optionor receive any notice, assessment, permit or any other documentation from the applicable regulatory authorities relating to the Property or the Operations of Optionee thereon, Optionor will promptly forward a true copy of the same to Optionee.

Covenants of Optionor. From and after the IPO Closing Date and continuing through the Option Term:

Covenants of Optionor. Optionor covenants and agrees with Optionee that from and after the date hereof and until the Closing Date, Optionor (i) shall maintain the Stock in the same manner as on the date of this Agreement, (ii) shall not do or cause to be done anything that would cause any representation or warranty of Optionor hereunder to be untrue, and (iii) shall not enter into any debt transaction or other agreement resulting in an encumbrance on the Stock.

Covenants of Optionor. 10.01 The Optionor hereby covenants with and to PFN that: a) it will, within 15 days of the execution and delivery of this Option Agreement, provide PFN with all technical data in its possession or over which it has control relating to the Optionor’s or any other parties current and previous exploration activities on and in the vicinity of the Property; and b) until such time as the Option is exercised or otherwise terminates, it will not deal, or attempt to deal with its right, title and interest in and to the Property in any way that would or might affect the right of PFN to become absolutely vested in its undivided interest in and to the Property, free and clear of all liens, charges and encumbrances.

Covenants of Optionor. From the date hereof through the Closing Date, Optionor shall not (and shall cause Fee Owner not to), without first obtaining the consent of the Company: (a) Except as provided in Section 4 hereof and Section 4.5 of the Contribution Agreement, sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of the Interests, Partnerships, any interest in Fee Owner or the Property to any unaffiliated third party other than a transfer of the Property to the lender of the Project Indebtedness existing as of the date hereof (or its designee; provided that such designee is not an affiliate of Optionor) for total consideration equal to or less than the then existing amount of such Project Indebtedness; (b) Pledge or encumber (or permit to become encumbered) all or any portion of the Interests, Partnerships, any interest in Fee Owner or the Property (other than as expressly permitted hereunder); or (c) Take any action (or fail to take any action) if the same would constitute a default hereunder or cause any of the representations and warranties made hereunder by Optionor to be untrue or incorrect in all material respects.

Covenants of Optionor. 4.1. From and after the date of the execution of this Agreement and throughout the term hereof: 4.1.1. OPTIONOR agrees that it shall not, without the consent of OPTIONEE permit FCIC to: 4.1.1.1. Reorganize its capital structure; 4.1.1.2. Merge or consolidate with any other corporation or sell any of its assets except in the ordinary course of business; or 4.1.1.3. Issue any additional shares of stock. 4.1.2. OPTIONEE shall have the right to examine the books and records of OPTIONOR and FCIC from time to time and receive copies of all accounting reports and tax returns prepared for, or on behalf of, FCIC subject to any DOI policies governing dissemination of examination reports to unaffiliated parties. 4.1.3. As soon as practicable, and in any event within twenty (20) days after the end of each calendar month, furnish to OPTIONEE a monthly unaudited financial statement of OPTIONOR and FCIC and each of its subsidiaries, including balance sheets and income statements, for the calendar month just ended, and for the calendar year to date; and 4.1.4. As soon as practicable, and in any event within 180 days after the end of each fiscal year, furnish to OPTIONEE the annual audit report of OPTIONOR and FCIC and each of its subsidiaries, certified without material qualification by independent certified public accountants selected by OPTIONOR and acceptable to OPTIONEE, prepared in accordance with generally accepted accounting principles and practices applied on a basis consistently maintained throughout the period involved, together with relevant

Covenants of Optionor. From the date hereof through the Closing Date, Optionor shall not (and shall cause the Subsidiary Partnership to not), without first obtaining the consent of the Company: (a) Except as provided in Section 4, sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of the Interests to any unaffiliated third party; (b) Pledge or encumber (or permit to become encumbered) all or any portion of Interests, Subsidiary Interests, Partnerships or Subsidiary Partnerships; or (c) Take any action (or fail to take any action) if the same would constitute a default hereunder or cause any of the representations and warranties made hereunder by Optionor to be untrue or incorrect in all material respects.

Covenants of Optionor. During the Option Period, Optionor shall maintain insurance with respect to the Asset in an amount and type of coverage typical for parties that own similar property, but in no case less than the value of the Prepayment plus the Option Acquisition Payment. Optionor shall also use its best efforts to (a) store the Asset in a safe place with adequate and proper internal control systems; and (b) Optionor will actively continue to excavate the Asset and prepare it for professional museum grade mounting (such mounting is not covered by the Offering and will be completed to the specifications set by and at the cost of the subsequent buyer of the Asset, or under certain circumstances, under an independent services agreement to be arranged by Optionee in its sole discretion). Optionor agrees to provide Optionee with reasonable access to the Asset for the creation of marketing materials during the Option Period, and all such marketing materials shall remain Optionee’s sole property. Optionor will not advertise the Asset online, in print, on social media, or with a third-party dealer or listing service without Optionee’s prior written agreement. If the Asset is already listed or advertised for sale, Optionor agrees to immediately remove such listing or advertisement in its entirety, including any residual mention of the Asset being “for sale.”