Common use of Interest in Properties Clause in Contracts

Interest in Properties. (i) The Novamind Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of all real property leased, subleased, licensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement (whether written or otherwise)) by Novamind or the Novamind Subsidiaries in connection with the operation of Novamind’s business or the business of the Novamind Subsidiaries as it is now being conducted (collectively, including the improvements thereon, the “Leased Real Property”). (ii) There are no pending or, to the knowledge of Novamind, threatened proceedings to take all or any material portion of the Leased Real Property or any interest therein by eminent domain or any condemnation proceeding or any sale or disposition in lieu thereof. (iii) No person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any real property (or any material portion thereof or interest therein) or any of the material assets owned or, to the knowledge of Novamind or the Novamind Subsidiaries, leased or otherwise held, by Novamind or the Novamind Subsidiaries, or any part thereof or material interest therein. (iv) There are no material disputes regarding boundaries, easements, covenants or other matters relating to any real property owned or, to the knowledge of Novamind or the Novamind Subsidiaries, leased by, Novamind or the Novamind Subsidiaries. (v) All required material consents and approvals have been obtained in respect of the development of any real property owned and, to the knowledge of Novamind and the Novamind Subsidiaries, leased or licenced, by Novamind or the Novamind Subsidiaries, and any alteration, extension or other improvement thereof.

Interest in Properties. (a) Acquirer, directly or through the Acquirer Subsidiaries, owns, exclusively possesses or has obtained, and, except as set out in Section 14(a) of the Acquirer Disclosure Letter, is in compliance with, all concessions, licences, permits, certificates, orders, grants and other authorizations of or from any regulatory authority necessary to conduct its respective businesses relating to its properties (including the Acquirer Properties) as they are currently being conducted and as they are presently contemplated. Acquirer and each of the Acquirer Subsidiaries has a good and marketable right, title and interest, free and clear of any title defect or material Encumbrance: (i) The Novamind Disclosure Letter sets forth a trueto its permits, complete concessions, claims, leases, licences or other rights to explore for, exploit, develop, mine or produce minerals on the Acquirer Properties, all of which have been accurately and correct list as completely set out in Section 14(a) of the date Acquirer Disclosure Letter, subject to such permits, concessions, claims, leases, licences or other rights being renewed and updated on an ongoing basis in accordance with their terms and, in each case, as are necessary to perform the operation of their respective businesses as they are currently being conducted and as they are presently contemplated; (ii) to its real property interests, including fee simple title to owned real property, a valid leasehold interest in leased real property, licences, rights of way, occupancy rights, surface rights (from landowners and authorities permitting the use of land by Acquirer or the Acquirer Subsidiaries, as the case may be), easements or other real property interests, all of which have been set out in Section 14(a) of the Acquirer Disclosure Letter, and, in each case, as are necessary to perform the operation of their respective businesses as they are currently being conducted and as they are presently contemplated; and (iii) to all of its properties and assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected on the balance sheet forming part of Acquirer’s audited consolidated financial statements for the year ended December 31, 2016, except as set out in Section 14(a) of the Acquirer Disclosure Letter, and such properties and assets are not subject to any Encumbrance or title defect of any kind except as is set out in Section 14(a) of the Acquirer Disclosure Letter, except where the failure to have such title, or the existence of such Encumbrance or title defects, individually or in the aggregate, does not constitute a Material Adverse Effect in respect of Acquirer. (b) Except as set out in Section 14(a) of the Acquirer Disclosure Letter: (i) the Acquirer Properties (A) are accurately and completely described in Schedule E of this Agreement Agreement, and (B) have been properly located and recorded in compliance with Applicable Law and are comprised of all real valid and subsisting mineral concessions; (ii) there are no mineral concessions or other property leasedrights of Acquirer or the Acquirer Subsidiaries other than those set out in Schedule E of this Agreement; (iii) either Acquirer or an Acquirer Subsidiary has the exclusive right to deal with the Acquirer Properties; (iv) no Person other than Acquirer or the Acquirer Subsidiaries has any material interest in the Acquirer Properties or any right to acquire any such interest; (v) there are no earn-in rights, subleasedrights of first refusal, licensed and/or otherwise used royalty rights or occupied similar provisions which would materially affect Acquirer’s or the Acquirer Subsidiaries’ interests in the Acquirer Properties; (whether as tenantvi) neither Acquirer nor any Acquirer Subsidiary has received any notice, subtenant, licensee or pursuant to any other occupancy arrangement (whether written or otherwise)oral, from any regulatory authority or any Person with jurisdiction or applicable authority of any revocation or intention to revoke its interest in the Acquirer Properties; and (vii) by Novamind or the Novamind Subsidiaries Acquirer Properties are in connection with good standing under Applicable Law and are adequate and suitable for the operation of Novamind’s business or the business of the Novamind Subsidiaries as it is now purposes for which they are currently being conducted (collectivelyused and all work required to be performed has been performed and all Taxes, including the improvements thereonfees, the “Leased Real Property”)expenditures and other payments in respect thereof have been paid and all filings in respect thereof have been made. (iic) Except as disclosed in Section 14(c) of the Acquirer Disclosure Letter, Acquirer and the Acquirer Subsidiaries have all necessary surface rights, access rights and other rights and interests relating to the areas of the properties on which Acquirer and the Acquirer Subsidiaries currently, or propose to, conduct business granting Acquirer and the Acquirer Subsidiaries the right and ability to explore for and extract minerals, ore and metals for such purposes as are appropriate in view of the rights and interests therein of Acquirer and the Acquirer Subsidiaries, and each of the documents, agreements and instruments and obligations relating to such rights and interests is currently in good standing in the name of Acquirer or the applicable Acquirer Subsidiary, as applicable. (d) There are no pending adverse claims, actions, suits or proceedings that have been commenced or, to the knowledge of NovamindAcquirer, threatened proceedings that are pending or threatened, affecting or which could affect the title to take all or right to explore or develop any material portion of the Leased Real Property Acquirer Properties, including the title to or ownership by Acquirer or the Acquirer Subsidiaries of any interest therein by eminent domain of the foregoing, which might involve the possibility of any judgement or any condemnation proceeding or any sale or disposition in lieu thereofliability affecting the Acquirer Properties. (iiie) No person Neither Acquirer nor any Acquirer Subsidiary has any right of first refusal, undertaking liability or commitment or any right or privilege capable of becoming such, to purchase any real property (or any material portion thereof or interest therein) or any of the material assets owned obligation or, to the knowledge of Novamind Acquirer, potential liability or the Novamind Subsidiariesobligation (pursuant to indemnification obligations or pursuant to any guarantee or otherwise) in respect of or relating to any assets, leased rights or interests (including any interests in mineral properties) which were previously held or used by Acquirer or any Acquirer Subsidiary and which were sold, assigned or otherwise held, by Novamind transferred to any other person or abandoned prior to the Novamind Subsidiaries, or any part thereof or material interest thereindate hereof. (ivf) There are no material disputes regarding boundariesNone of the directors or officers of Acquirer or of any Acquirer Subsidiary holds any interest in, easementsnor has taken any action to obtain, covenants directly or indirectly, any permit, concession, claim, lease, licence or other matters relating rights to explore for, exploit, develop, mine or produce minerals on any real property owned or, to other properties located within 100 kilometres of any of the knowledge of Novamind or the Novamind Subsidiaries, leased by, Novamind or the Novamind SubsidiariesAcquirer Properties. (vg) All required material consents and approvals have been obtained Neither Acquirer nor any Acquirer Subsidiary is subject to an agreement, arrangement or understanding, whether written or oral, that provides for an area of influence in respect of any of the development of any real property owned and, to the knowledge of Novamind and the Novamind Subsidiaries, leased or licenced, by Novamind or the Novamind Subsidiaries, and any alteration, extension or other improvement thereofAcquirer Properties.

Interest in Properties. (a) Each of the Acquior and the Acquiror Subsidiaries owns, exclusively possesses or has obtained, and is in compliance with, all concessions, licences, permits, certificates, orders, grants and other authorizations of or from any Regulatory Authority necessary to conduct its respective businesses relating to its properties (including the large copper-gold-molybdenum mineral project located in the southwest part of the State of Alaska, USA known as the “Pebble Project” (the “Acquiror Properties”)) as they are currently being conducted and as they are presently contemplated. (b) The Acquiror Properties (i) The Novamind Disclosure Letter sets forth have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral concessions; (ii) the Acquiror or a trueAcquiror Subsidiary has the exclusive right to deal with the Acquiror Properties; (iii) no person other than the Acquiror or a Acquiror Subsidiary has any material interest in the Acquiror Properties or any right to acquire any such interest; (iv) there are no earn-in rights, complete and correct list as rights of first refusal, royalty rights or similar provisions which would materially affect the date of this Agreement of all real property leasedAcquiror's or a Acquiror Subsidiary's interests in the Acquiror Properties; (v) neither the Acquiror nor any Acquiror Subsidiary has received any notice, subleased, licensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement (whether written or otherwise)oral, from any Regulatory Authority or any person with jurisdiction or applicable authority of any revocation or intention to revoke its interest in the Acquiror Properties; and (vi) by Novamind or the Novamind Subsidiaries Acquiror Properties are in connection with good standing under applicable Law and are adequate and suitable for the operation of Novamind’s business or the business of the Novamind Subsidiaries as it is now purposes for which they are currently being conducted (collectivelyused and all work required to be performed has been performed and all taxes, including the improvements thereonfees, the “Leased Real Property”)expenditures and other payments in respect thereof have been paid and all filings in respect thereof have been made. (iic) There The Acquiror and the Acquiror Subsidiaries have all necessary surface rights, access rights and other rights and interests relating to the areas of the Acquiror Properties granting the Acquiror and the Acquiror Subsidiaries the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Acquiror and the Acquiror Subsidiaries, with only such exceptions as do not materially interfere with the use made by the Acquiror and the Acquiror Subsidiaries of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Acquiror or a Acquiror Subsidiary, as applicable. (d) there are no pending adverse claims, actions, suits or proceedings that have been commenced or, to the knowledge of Novamindthe Acquiror, threatened proceedings that are pending or threatened, affecting or which could affect the title to take all or right to explore or develop any material portion of the Leased Real Property Acquiror Properties, including the title to or ownership by the Acquiror or a Acquiror Subsidiary of any interest therein by eminent domain of the foregoing, which might involve the possibility of any judgement or any condemnation proceeding or any sale or disposition in lieu thereofliability affecting the Acquiror Properties. (iiie) No person Neither the Acquiror nor any Acquiror Subsidiary, or any predecessor, subsidiary or Affiliate thereof, has any right of first refusalliability or obligation, undertaking or commitment or any right or privilege capable of becoming such, to purchase any real property (or any material portion thereof or interest therein) or any of the material assets owned or, to the knowledge of Novamind the Acquiror, potential liability or the Novamind Subsidiaries, leased obligation (pursuant to indemnification obligations or otherwise held, by Novamind pursuant to any guarantee or the Novamind Subsidiaries, otherwise) in respect of or any part thereof or material interest therein. (iv) There are no material disputes regarding boundaries, easements, covenants or other matters relating to any real property owned orassets, rights or interests (including any interests in mineral properties) which were previously held or used by the Acquiror or any Acquiror Subsidiary and which were sold, assigned or otherwise transferred to any other person or abandoned prior to the knowledge of Novamind or the Novamind Subsidiaries, leased by, Novamind or the Novamind Subsidiariesdate hereof. (v) All required material consents and approvals have been obtained in respect of the development of any real property owned and, to the knowledge of Novamind and the Novamind Subsidiaries, leased or licenced, by Novamind or the Novamind Subsidiaries, and any alteration, extension or other improvement thereof.