Common use of Covenants of Optionor Clause in Contracts

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 or record this Agreement or other evidence of its rights hereunder against title to the Property, and Optionor shall promptly execute and deliver, or cause to be executed and delivered, all documents, deeds and other instruments reasonably requested by Optionee for the purpose of facilitating such registration or recording.

Covenants of Optionor. 3.1 During 12.1 Following the Option Perioddate of the Original Agreement, Optionor will: , within a reasonable period of time after request therefor by Optionee: (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; (di) make available to for review by Optionee and at its representatives offices all available relevant technical data, geotechnical reports, maps, digital files and other data with respect to the Property in Optionor's ’s possession or control, including drill core control (the “Data”); and soil (ii) use its reasonable efforts to deliver such specific written Data records that are requested in writing by Optionee; provided that: (a) Optionor will not make any representations and assay samples, and all records and files relating warranties with respect to such material or be liable for any errors or omissions in the Property, and permit Optionee and its representatives at their own expense to take abstracts therefrom and make copies thereofmaterial so provided; (eb) Optionee shall not destroy, alter or amend any such materials; and (c) Optionee shall forthwith upon the request of Optionor or the termination of the Option return all such material to Optionor. Optionee acknowledges and agrees that Optionor intends to, and shall be permitted under this Agreement to, from time to time, destroy physical records comprising the Data as Optionor may determine. 12.2 During the Option Period and if Optionee exercises the Option pursuant to Section 6.5 until the Closing, Optionor covenants and agrees with Optionee to: (a) not, without obtaining the prior written consent of Optionee, create any Encumbrances on the Property other than Permitted Encumbrances; and (b) co-operate as reasonably necessary with Optionee in obtaining any surface, water or other rights on or related to the Property that Optionee deems desirable, at Optionee’s sole cost and expense; and (c) promptly provide Optionee with any and all notices and correspondence received by Optionor from government Governmental Entities or regulatory agencies or authorities, or otherwise other Persons in respect of the Property; (f) cooperate fully with ; and execute all consents, authorizations, licence or permit applications as are demonstrated to be necessary or desirable to permit Optionee in obtaining any surface and other rights to carry out activities 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 respect of the Property;. (iii) do such prospecting12.3 If after Closing, exploration, development or other mining work on the Property as Optionee Optionor discovers any additional Data in its sole discretion may consider advisable; possession or control (iv) bring and erect upon in addition to the Property such buildingsDelivered Data), 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 notify Optionee and deliver or cause make such Data available to be executed and delivered within 10 Business Days Optionee and/or send copies of the exercise date of the Option such Data 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 or record this Agreement or other evidence of its rights hereunder against title to the Property, and Optionor shall promptly execute and deliver, or cause to be executed and delivered, all documents, deeds and other instruments reasonably requested by Optionee for the purpose of facilitating such registration or recording.

Covenants of Optionor. 3.1 4.1 During the Option Earn-in Period, the Optionor willshall: (a) not do any other act or thing which would or might in any way adversely affect the rights of the 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 the Optionee and its representatives all available relevant technical data, geotechnical reports, maps, digital files and other data with respect to the Property in the Optionor's ’s possession or control, including drill core and soil and assay samples, and all records and files relating to the Property, Property and permit the Optionee and its representatives at their own expense to take abstracts therefrom and make copies thereof; (ec) promptly provide the Optionee with any and all notices and correspondence received by Optionor from government or regulatory agencies or authorities, or otherwise Government Authorities in respect of the Property; (fd) cooperate fully with the Optionee in obtaining any surface and other rights on or related to the Property as the 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; (he) grant to the 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 Propertythereof; (iii) do such prospecting, exploration, development or other mining work on thereon and thereunder as 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 the Optionee may consider advisable; and (v) remove from the Property and dispose of any material, ores, minerals and metals material for the purpose of obtaining assays testing; (f) to the extent possible under Applicable Law, record or making other tests. 3.2 Upon otherwise give notice of this Agreement as necessary to protect the exercise rights of the Option, the Optionor will Optionee hereunder from third parties; (g) execute and deliver to the Optionee such powers of attorney, consents and authorizations as are, in the opinion of the Optionee, necessary or cause desirable to permit the Optionee to carry out activities on or with respect to the Property as contemplated hereunder; and (h) except to the extent agreed to be executed and delivered within 10 Business Days of done by the exercise date of the Option to Optionee, or register or cause to be registered hereunder, comply with all applicable agencies or places of record, transfers requirements and obligations of the Property in favour of Optionee, and not take any action which transfers may be recorded by Optionee at all such agencies or places of record as may be appropriate or desirable to effect adversely affect the legal or recorded transfer interest of the Property to Optionee. Until such transfers are completed, Optionee shall be entitled to register or record this Agreement or other evidence of its rights hereunder against title to in the Property, and Optionor shall promptly execute and deliver, or cause to be executed and delivered, all documents, deeds and other instruments reasonably requested by Optionee for the purpose of facilitating such registration or recording.

Covenants of Optionor. 3.1 During the Option Periodcurrency of this Agreement, Optionor will: (a) not do any other 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, Property and permit Optionee and its representatives at their own expense to take abstracts therefrom and make copies thereof; (ec) 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; (fd) 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; (he) 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 Propertythereof; (iii) do such prospecting, exploration, development or other mining work on the Property thereon and thereunder 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 material for the purpose of obtaining assays or making other tests.testing; and 3.2 Upon (f) upon the exercise of the Option, the Optionor will execute and deliver or cause to be executed and delivered within 10 Business Days business days of the exercise date of the Option Option, to Optionee, Optionee or register or cause to be registered with all applicable agencies or places of record, record transfers of the Property in favour of Optionee, 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 or record this Agreement or other evidence of its rights hereunder against title to the Property, and Optionor shall promptly execute and deliver, or cause to be executed and delivered, all documents, deeds and other instruments reasonably requested by Optionee for the purpose of facilitating such registration or recording.

Covenants of Optionor. 3.1 5.1 During the Option Earn-in Period, Optionor willshall: (a) not do any other 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 ’s possession or control, including drill core and soil and assay samples, and all records and files relating to the Property, Property and permit Optionee and its representatives at their own expense to take abstracts therefrom and make copies thereof; (ec) promptly provide Optionee with any and all notices and correspondence received by Optionor from government or regulatory agencies or authorities, or otherwise Government Authorities in respect of the Property; (fd) 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; (he) 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 Propertythereof; (iii) do such prospecting, exploration, development or other mining work on the Property thereon and thereunder 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 material for the purpose of obtaining assays testing; (f) to the extent possible under Applicable Law, record or making other tests.otherwise give notice of this Agreement as necessary to protect the rights of Optionee hereunder from third parties; 3.2 Upon the exercise of the Option, the Optionor will (g) execute and deliver to Optionee or cause its Affiliates such powers of attorney, consents and authorizations as are, in the opinion of Optionee, necessary or desirable to permit Optionee to carry out activities on or with respect to the Property as contemplated hereunder; and (h) except to the extent agreed to be executed and delivered within 10 Business Days of the exercise date of the Option to done by Optionee, or register or cause to be registered hereunder, comply with all applicable agencies or places of record, transfers requirements and obligations of the Property and not take any action which may adversely affect the interest of Optionee 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 or record this Agreement or other evidence of its rights hereunder against title to the Property, and Optionor shall promptly execute and deliver, or cause to be executed and delivered, all documents, deeds and other instruments reasonably requested by Optionee for the purpose of facilitating such registration or recording.