Limitations on Free Transferability. The Transfer right of a Participant in Section 15.1 shall be subject to the following terms and conditions: a) No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants notice of the Transfer, and except as provided in Sections 15.2(g) and 15.2(h), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant; b) No transfer permitted by this Article XV shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer; c) The transferring Participant and the transferee shall bear all tax consequences of the Transfer; d) In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant; e) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest; f) If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other Participants, and it shall comply with and be bound by the terms and conditions of this Agreement; and g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such sale, commitment or disposition shall be subject to the terms and conditions of this Agreement.
Appears in 2 contracts
Sources: Joint Venture Agreement (Stirrup Creek Gold LTD), Joint Venture Agreement (Stirrup Creek Gold LTD)
Limitations on Free Transferability. The Transfer right of a Participant in Section 15.1 14.01 shall be subject to the following terms and conditions:
(a) No no transferee of all or any part of the interest Participating Interest or the Net Smelter Return of a Participant in this Agreement, any Participating Interest, or the Assets shall have the any rights of a Participant hereunder unless and until the transferring Participant has provided to the other Participants Participant notice of the TransferTransfer as required by Section 14.03, and except as provided in Sections 15.2(g14.02(d) and 15.2(h14.02(e), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
(b) No no transfer permitted by this Article XV 14 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
(c) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d) In in the event of a Transfer of less than all of a Participating Interest, Interest after which the transferring Participant retains a Participating Interest, it and its transferee shall act and be treated as one Participant;
e(d) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f) If if the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any the Participating Interest or the Assets Net Smelter Return of a Participant to secure a loan or other indebtedness of a Participant in a bona fide transactionindebtedness, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Participant hereunder. Upon any foreclosure or other enforcement of rights in the security interest interest, the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other ParticipantsParticipant, and it shall comply with and be bound by the terms and conditions of this Agreement; and
g(e) If if a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI 10 creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement.
Appears in 2 contracts
Sources: Joint Venture Agreement (Fronteer Development Group Inc), Subscription & Option Agreement (Fronteer Development Group)
Limitations on Free Transferability. The Transfer right transfer of a Participant in Section 15.1 14.1 shall be subject to the following terms and conditions:
a(i) No no transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, and except as provided in Sections 15.2(g14.2(iii) and 15.2(h14.2(vi), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
b(ii) No transfer no Transfer permitted by this Article XV 14 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
c(iii) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d) In in the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
e(iv) No except as provided in Section 14.4 (iii), no Participant shall Transfer transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f(v) If from the date of execution of this Agreement, if the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Participant hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other ParticipantsParticipant, and it shall comply with and be bound by the terms and conditions of this Agreement; and;
g(vi) If if a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI 11 creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement.; and
Appears in 2 contracts
Sources: Joint Venture Agreement (Trend Mining Co), Joint Venture Agreement (Aurora Metals Bvi LTD)
Limitations on Free Transferability. The Transfer right of a the Participant in Section 15.1 shall be subject to the following terms and conditions:
(a) No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, and except as provided in Sections 15.2(g) and 15.2(h), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
(b) Each Participant shall, if possible, attempt to structure any sale or assignment of part or all of its interest in any property subject to this Agreement so as not to cause a deemed termination of the tax partnership under Section 708(b)(1)(B) of the Code, but no Participant shall have any liability to any other Participant if the tax part-nership is deemed terminated on account of such sale or assignment; No transfer participant, without the consent of the other Participant, shall make a Transfer which shall cause termination of the tax partnership established by the provisions of Section 4.2. If, contrary to Section 15.2(b), a Transfer is made which causes termination of the tax partnership established by Section 4.2, the transferring Participant shall indemnify the other Participant from and against any and all losses, costs, (including attorneys’ and accountants’ fees) claims or damages arising from or relating to such termination;
(c) No Transfer permitted by this Article XV shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
c(d) The As provided in Exhibit C, the transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d(e) In the event of a Transfer of less than all of a Participating Interest, except for tax reporting and accounting purposes, the transferring Participant and its transferee shall act and be treated as one Participant;
e(f) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f(g) If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this the Agreement and the rights and interests of the other Participants Participant hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other ParticipantsParticipant, and it shall comply with and be bound by the terms and conditions of this Agreement; and;
g(h) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement;
(i) If requested by the transferring Participant, the election provided for under section 754 of the Internal Revenue code of 1986, as amended, shall be made, provided that all costs attributable to making such election are borne solely by the requesting Participant and its transferee.
(j) The following shall not be deemed a Transfer, nor shall the transferee be deemed an assignee for purposes of this Agreement:
(1) a transfer by a Participant to an Affiliate, provided that the Participant shall continue to be liable for all obligations hereunder, and provided further that any transfer of less than all of a Participant’s Participating Interest shall be subject to the provisions of Section 15.2(e);
(2) a transfer by a Participant of all or substantially all of its assets, or a sale of all shares of a corporate Participant by its parent corporation or other entity holding such shares, or such other corporate merger, consolidation or reorganization of a Participant, by which the surviving entity shall possess substantially all of the shares, or all of the property rights and interests, and shall be subject to substantially all of the liabilities and obligations of that Participant; provided, however, that the interest of the Participant in this Agreement and the Assets and its Participating Interest are not the sole assets of the Participant; provided further, however, that the transferee is or following the Transfer will be substantially similar in financial strength to the transferring Participant;
(3) an incorporation of a Participant; or
(4) a transfer by a Participant to a joint venture or partnership in which such Participant is a participating venturer or partner with a majority or controlling interest, provided that any transfer of less than all of a Participant’s Participating Interest shall be subject to the provisions of Section 15.2(e).
(k) If the interest of a Participant in this Agreement and the Assets and its Participating Interest are all or substantially all of the assets of the Participant, or are not all or substantially all of its assets but the financial strength of the transferee will be substantially less than the financial strength of the transferring Participant, a sale of all shares of a corporate Participant or the sale of all shares of any Affiliate of a Participant (by which the Participant is effectively subject to new ownership or management) or such other corporate merger, consolidation or reorganization, shall be deemed a Transfer. A transfer by a Participant to a joint venture or partnership in which such Participant is a participating venturer or partner with a minority or non-controlling interest shall also be deemed a Transfer, provided that any transfer of less than all of a Participant’s Participating Interest shall be subject to the provisions of Section 15.2(e).
Appears in 2 contracts
Sources: Mining Venture Agreement (Crested Corp), Mining Venture Agreement (Us Energy Corp)
Limitations on Free Transferability. The Any Transfer right of a Participant in by either Member under Section 15.1 10.1 shall be subject to the following terms and conditionslimitations:
(a) Neither Member shall Transfer any beneficial interest in the Company (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Ownership Interest;
(b) No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets Member’s Ownership Interest shall have the rights of a Participant Member unless and until the transferring Participant Member has provided to the other Participants Member notice of the Transfer, and and, except as provided in Sections 15.2(g) and 15.2(hSubsection 10.2(f), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring ParticipantMember;
b(c) Neither Member, without the consent of the other Member, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization;
(d) No transfer Transfer permitted by this Article XV shall relieve the transferring Participant of its share Member of any liabilityliability of such transferring Member under this Agreement, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
c(e) The transferring Participant and the transferee Any Member that makes a Transfer that shall bear all tax consequences cause termination of the tax partnership established by Section 8.3 shall indemnify the other Member for, from and against any and all loss, cost, expense, damage, liability or claim therefore arising from the Transfer;, including without limitation any increase in taxes, interest and penalties or decrease in credits caused by such termination and any tax on indemnification proceeds received by the indemnified Member.
d) In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
e) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
(f) If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating an Encumbrance on an Ownership Interest or the Assets to secure a loan or other indebtedness of a Participant either Member in a bona fide transaction, other than a transaction approved unanimously by the Management Committee or Project Financing approved by the Management Committee, such security interest Encumbrance shall be subordinate granted only in connection with such Member’s financing payment or performance of that Member’s obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests of the other Participants Member hereunder. Upon Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance (“Chargee”) first enters into a written agreement with the other Member in form satisfactory to the other Member, acting reasonably, binding upon the Chargee, to the effect that: (i) the Chargee shall not enter into possession or institute any proceedings for foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position partition of the encumbering Participant with respect to this Agreement Member’s Ownership Interest and the other Participants, and it shall comply with and be bound by the terms and conditions of this Agreement; and
g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to that such distribution, such sale, commitment or disposition Encumbrance shall be subject to the terms and conditions provisions of this Agreement; (ii) the Chargee’s remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Member’s Ownership Interest to the other Member, or, failing such a sale, at a public auction to be held at least sixty (60) days after prior notice to the other Member, such sale to be subject to the purchaser entering into a written agreement with the other Member whereby such purchaser assumes all obligations of the encumbering Member under the terms of this Agreement. The price of any preemptive sale to the other Member shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such preemptive sale shall occur within sixty (60) days of the Chargee’s notice to the other Member of its intent to sell the encumbering Member’s Ownership Interest. Failure of a sale to the other Member to close by the end of such period, unless failure is caused by the encumbering Member or by the Chargee, shall permit the Chargee to sell the encumbering Member’s Ownership Interest at a public sale; and (iii) the charge shall be subordinate to any then-existing debt, including Project Financing previously approved by the Management Committee, encumbering the transferring Member’s Ownership Interest.
Appears in 2 contracts
Sources: Limited Liability Company Operating Agreement (Strathmore Minerals Corp.), Limited Liability Company Operating Agreement (Yellowcake Mining Inc.)
Limitations on Free Transferability. The Transfer right of a Participant in Section 15.1 section 17.1 shall be subject to the following terms and conditions:
a) : Subject to section 17.3 and section 17.4 a Participant may only transfer all of its interest in or to this Agreement, its Participating Interest, the NSR or the Assets and only in compliance with the provisions of this Article 17. No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, the NSR or the Assets shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, Transfer and except as provided in Sections 15.2(gsections 17.2(f) and 15.2(h17.2(g), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
b) Participant or NSR owner. No transfer Transfer permitted by this Article XV 17 shall relieve the transferring Participant of its share of any liability, cost, penalty or fine whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
c) . The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d) In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
e) . No Participant shall Transfer any interest in this Agreement or the Assets except as contemplated by sections 17.2(f), 17.2(g) or by Transfer of part or all of its Participating Interest;
f) . If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Participant hereunder. Upon any foreclosure or other enforcement of rights in the security interest interest, the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other Participants, Participant and it shall comply with and be bound by the terms and conditions of this Agreement; and
g) . If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI 13 creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such sale, commitment or disposition shall be subject to the terms and conditions of this Agreement. Only Canadian currency shall be used for Transfers for consideration. Notwithstanding the provisions of section 17.3, any Transfer of all of a Participant's interest in or to this Agreement, its Participating Interest, the NSR or the Assets, (except for a Transfer consummated in accordance with the provisions of section 17.4) shall be subject to the prior written approval of the other Participant, such approval not to be unreasonably withheld or delayed.
Appears in 2 contracts
Sources: Option/Joint Venture Agreement, Option / Joint Venture Agreement (Richmont Mines Inc)
Limitations on Free Transferability. The Any Transfer right of by a Participant in Section 15.1 Member shall be subject to the following terms and conditionslimitations:
(a) Neither Member shall Transfer any beneficial interest in the Company (including but not limited to any royalty, profits or other interest in Products) except in conjunction with the Transfer of part or all of its Ownership Interest;
(b) No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets an Ownership Interest shall have the rights of a Participant Member unless and until the transferring Participant Member has provided to the other Participants Member notice of the Transfer, and and, except as provided in Sections 15.2(gSubsections 7.2(f) and 15.2(h7.2(g), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this the Agreement to the same extent as the transferring ParticipantMember;
b(c) Neither Member shall without the consent of the other Member make a Transfer that shall violate the Act or other Law or result in the cancellation of any permit, license or other similar authorization;
(d) No transfer permitted by this Article XV Transfer shall relieve the transferring Participant of its share Member of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
c) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d(e) A Member that makes a Transfer that causes termination of the tax partnership referred to in Section 5.2 shall indemnify the other Member for, from and against any and all loss, cost, expense, damage, liability or claim thereafter arising as a result of the Transfer, including but not limited to any increase in taxes, any interest and penalties and any decrease in credits, resulting from such termination and any tax on indemnification proceeds received by the indemnified Member.
(f) In the event of a Transfer of less than all of a Participating an Ownership Interest, the transferring Participant Member and its transferee shall act and be treated as a single Member under the Agreement; provided however, that in order for such Transfer to be effective, the transferring Member and its transferee must first:
(1) agree in writing that as between themselves, one Participantof them is authorized to act as the sole agent ("Sole Agent") on behalf of both with respect to all matters pertaining to the Agreement and the Company; and
(2) notify the other Member in writing of the designation of the Sole Agent and in such notice warrant and represent to the other Member that:
A. the Sole Agent has the sole authority to act on behalf of and to bind the transferring Member and its transferee with respect to all matters pertaining to the Agreement and the Company;
eB. the other Member may rely on all decisions of, notices and other communications to and from and failures to respond by the Sole Agent, as if made or given (or not made or given) No Participant by both the transferring Member and the transferee; and
C. all decisions of, all notices and other communications to and from, and all failures to respond by, the other Member to the Sole Agent shall Transfer any interest in be deemed to have been made, given or received (or not made, given or received), as the case may be, by, to or from both the transferring Member and the transferee. The transferring Member and the transferee may change the Sole Agent (but such replacement must be one of them) by giving written notice to the other Member, which notice must conform to this Agreement or the Assets except by Transfer of part or all of its Participating Interest;Subsection 7.2(f).
f(g) If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating an Encumbrance on an Ownership Interest or the Assets to secure a loan or other indebtedness of a Participant Member in a bona fide transaction, other than (i) a transaction approved unanimously by the Management Committee or (ii) Project Financing, such security interest Encumbrance shall be subordinate granted only in connection with such loan to or other indebtedness of that Member or the performance by that Member of its obligations under the Agreement and shall be subject to the terms of this the Agreement and the rights and interests of the other Participants hereunderMember. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party Any such Encumbrance shall be deemed further subject to have assumed the position condition that the holder of such Encumbrance (the "Chargee") first enters into a written agreement with the other Member, in form reasonably satisfactory to the other Member and binding upon the Chargee, to the effect that:
(1) the Chargee shall not enter into possession or institute any proceedings to foreclose or partition the encumbering Participant with respect to this Agreement Member's Ownership Interest and that the other Participants, and it shall comply with and be bound by the terms and conditions of this Agreement; and
g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such sale, commitment or disposition Encumbrance shall be subject to the provisions of the Agreement;
(2) the Chargee's remedies under the Encumbrance shall be limited to the maximum extent permitted by New Mexico law to the sale of the entire (but only the entire) encumbering Member's Ownership Interest (A) to the other Member or, if there is no such sale, (B) at a public auction to be held at least forty-five (45) days after prior notice to the other Member, with the purchaser at such sale being required to enter into a written agreement with the other Member assuming all obligations of the encumbering Member under the terms and conditions of the Agreement. The price for any sale to the other Member pursuant to clause A of this AgreementSection 7.2(g) (2) shall be the remaining principal amount of the loan by the Chargee to the encumbering Member, plus accrued interest and related expenses, and such sale shall occur within sixty (60) days of the Chargee's written notice to the other Member of its intent to sell the encumbering Member's Ownership Interest. If the sale to the other Member does not close by the end of such period, then unless the failure is caused by the encumbering Member or the Chargee, the Chargee may sell the encumbering Member's Ownership Interest at a public auction pursuant to clause B of this Section 7.2(g)(2); and
(3) the Encumbrance shall be subordinate to any then-existing debt, including but not limited to Project Financing previously approved by the Management Committee, encumbering the transferring Member's Ownership Interest.
Appears in 2 contracts
Sources: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement (Uranium Energy Corp)
Limitations on Free Transferability. The Any Transfer right of a by either Participant in under Section 15.1 16.1 shall be subject to the following terms and conditionslimitations:
(a) Neither Participant shall Transfer any interest in this Agreement or the Assets (including, but not limited to, any royalty, profits, or other interest in the Products, other than the sale of a Participant’s share of the Products in the normal course of business) except in conjunction with the Transfer of part or all of its Participating Interest.
(b) No transferee of all or any part of the interest of a Participant in this Agreement, any Participant’s Participating Interest, or the Assets Interest shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, and and, except as provided in Sections 15.2(gSubsections 16.2(f) and 15.2(h16.2(g), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring Participant;.
b(c) Neither Participant, without the consent of the other Participant, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization.
(d) No transfer Transfer permitted by this Article XV XVI shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;Transfer or exists on the Effective Date.
c) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d(e) In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant; provided however, that in order for such Transfer to be effective, the transferring Participant and its transferee must first:
(i) a gree, as between themselves, that one of them is authorized to act as the sole agent (“Agent”) on their behalf with respect to all matters pertaining to this Agreement and the Business; and
(ii) notify the other Participant of the designation of the Agent, and in such notice warrant and represent to other Participant that:
(A) the Agent has the sole authority to act on behalf of, and to bind, the transferring Participant and its transferee with respect to all matters pertaining to this Agreement and the Business;
e(B) No the other Participant may rely on all decisions of, notices and other communications from, and failures to respond by, the Agent, as if given (or not given) by the transferring Participant and its transferee; and
(C) all decisions of, notices and other communications from, and failures to respond by, the other Participant to the Agent shall Transfer any interest in this Agreement be deemed to have been given (or not given) to the Assets except transferring Participant and its transferee. The transferring Participant and its transferee may change the Agent (but such replacement must be one of them) by Transfer of part or all of its Participating Interest;giving notice to the other Participant, which notice must conform to Subsection 16.2(e)(ii) .
(f) If the Transfer is the grant of an Encumbrance in a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a either Participant in a bona fide transaction, other than a transaction approved unanimously by the Management Committee or Project Financing approved by the Management Committee, such security interest Encumbrance shall be subordinate granted only in connection with such Participant’s financing payment or performance of that Participant’s obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests of the other Participants hereunderParticipant hereunder (including without limitation under Section 6.7) . Upon Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance (“Chargee”) first enter into a written agreement with the other Participant in form satisfactory to the other Participant, acting reasonably, binding upon the Chargee, to the effect that:
(i) the Chargee shall not enter into possession or institute any proceedings for foreclosure or other enforcement partition of rights in the security interest the acquiring third party encumbering Participant’s Participating Interest and that such Encumbrance shall be deemed subject to have assumed the position provisions of this Agreement;
(ii) the Chargee’s remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Participant’s Participating Interest to the other Participant, or, failing such a sale, at a public auction to be held at least thirty (30) days after prior notice to the other Participant, such sale to be subject to the purchaser entering into a written agreement with the other Participant whereby such purchaser assumes all obligations of the encumbering Participant with respect to this Agreement and the other Participants, and it shall comply with and be bound by under the terms and conditions of this Agreement. The price of any preemptive sale to the other Participant shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such preemptive sale shall occur within sixty (60) days of the Chargee’s notice to the other Participant of its intent to sell the encumbering Participant’s Participating Interest. Failure of a sale to the other Participant to close by the end of such period, unless failure is caused by the encumbering Participant or by the Chargee, shall permit the Chargee to sell the encumbering Participant’s Participating Interest at a public sale; and
(iii) the charge shall be subordinate to any then-existing debt, including Project Financing previously approved by the Management Committee, encumbering the transferring Participant’s Participating Interest;
(g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a either Participant upon distribution to it pursuant to Article XI creates in a third party a security interest by Encumbrance in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this AgreementAgreement including, without limitation, Section 6.7.
Appears in 1 contract
Sources: Exploration, Development and Mine Operating Agreement (Miranda Gold Corp)
Limitations on Free Transferability. The Transfer transfer right of a Participant in Section Clause 15.1 shall be subject to the following terms and conditions:
a) No 15.2.1 no transferee (other than a transferee taking the Participating Interest or part thereof for the purpose of all securing the payment or repayment of any part indebtedness, or enforcement thereof, or the taking of title by a party secured thereby or an Affiliate (including any representative thereof and the Trustee acting on its behalf under the Restated Trust Agreement), and prior to the assumption of the interest position of a Participant in this substitution for a Participant under the Participation Agreement, any ) of all or part of its Participating Interest, or the Assets Interest shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants notice of the Transfertransfer, and except the transferee (other than a transferee as provided in Sections 15.2(g) and 15.2(haforesaid), the transferee, as of the effective date of the Transfertransfer, has committed in writing to be bound by this Agreement to the same extent and nature as the transferring Participant;
b) No 15.2.2 no transfer permitted by this Article XV Clause 15 shall relieve the transferring Participant of its share of any liabilityLiability, whether accruing before or after such Transfertransfer, which arises out of Joint Operations conducted after the Effective Date and prior to such Transfertransfer;
c) The 15.2.3 the transferring Participant and (unless the transferee is taking the Participating Interest or part thereof by way of security) the transferee shall bear indemnify the other Participant against all adverse tax consequences of the Transfertransfer;
d) In the event of a Transfer 15.2.4 no transfer shall be made of less than all a 10% Participating Interest (unless it is the balance of the transferor's Participating Interest) and no such transfer shall result in the transferring Participant retaining less than a 10% Participating Interest provided that a Participant will be entitled, in connection with the financing of a Sole Risk Programme or an Approved Programme and Budget, subject to the other sub-clauses of this Clause 15.2, to transfer a partial interest of less than a 10% Participating Interest, or a partial interest that relates only to a specific geographic area, so long as such transfer and such financing do not materially and adversely affect any Joint Operations;
15.2.5 no transfer shall be made to a person which is bankrupt, insolvent, liable to be wound up, which is not of good financial standing or which is otherwise objectionable on reasonable grounds from the viewpoint of the interests of the Participation;
15.2.6 subject to Clause 15.4.4, such transfer shall be subject to a first offer right in favour of the other Participant as provided in Clause 15.3;
15.2.7 such transfer shall in no case affect the rights of the non-transferring Participant and its transferee shall act and be treated as one Participantunder the COW;
e) No Participant 15.2.8 such transfer shall Transfer include the right to receive revenues from Enterprise Operations to the extent enjoyed by the transferor, but shall not include the right to participate in any interest Committees described in Clause 8 of this Agreement or in Clause 2 of the Assets except by Transfer Implementation Agreement or to be an Operator as described in Clause 9 of part or all of its Participating Interest;
f) If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, unless the non-transferring Participants consent to the transfer of the right in question, which consent may be withheld for any reason; and
15.2.9 such transfer shall be subject to prior Government approval. In addition, until the RTZ Loan has been repaid in full, no transferee of the whole or any part of PT-FI's Participating Interest or in Incremental Expansion Cashflow (together with PT-FI's related rights under the Assets to secure a loan or other indebtedness COW and agreements for the sale of Products derived from Joint Operations) shall have the rights of a Participant unless and until it has committed in a bona fide transaction, such security interest shall be subordinate writing to the terms of this Agreement and the rights and interests of the other Participants hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other Participants, and it shall comply with and be bound by the terms repayment provisions of the RTZ Loan Agreement and conditions of this Agreement; and
g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such sale, commitment or disposition shall be subject acknowledged and consented to the terms and conditions of this Intercreditor Agreement (as defined in the RTZ Loan Agreement).
Appears in 1 contract
Sources: Participation Agreement (Freeport McMoran Copper & Gold Inc)
Limitations on Free Transferability. The Transfer right of a Participant in Section 15.1 shall be subject to the following terms and conditions:
a: Subject to the preemptive right set forth in Section 15.3, the other Participant shall have given its consent to the Transfer, which consent shall not be unreasonably withheld. Such consent shall be deemed to have been reasonably withheld if withheld because the financial strength of the transferee is materially diminished from that of the transferring Participant, or the transferee may be unable to satisfy long-term reclamation costs or environmental costs of Operations; Except as provided in Sections 15.2(f) No and 15.2(g), no transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, Agreement or the Assets or its Participating Interest shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants notice of the Transfer, and except as provided in Sections 15.2(g) and 15.2(h), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
b) ; No transfer Transfer permitted by this Article XV shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, liability (including without limitation reclamation liabilities) which arises out of Operations conducted prior to such Transfer;
c) , whether such liability is known or unknown at the time of the Transfer and whether such liability is asserted before or after the Transfer; The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d) ; No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest or except by Transfer of a royalty interest to which the other Participant shall have given its consent. In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
e) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f) ; If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest Agreement or the Assets or its Participating Interest to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Participant hereunder. Upon The Transfer of any such security interest may only be made upon obtaining a covenant in writing from the lender that notice of any default under the loan agreement shall be promptly given to the other Participant and that a notice reflecting the time and place of any foreclosure sale or other sale to enforce the rights in the security interest shall be given to the other Participant at least 30 days prior to any such sale. Subject to the preemptive right set forth in Section 15.3(d), upon any foreclosure or other enforcement of rights in the security interest interest, the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other ParticipantsParticipant, and it shall comply with and be bound by the terms and conditions of this Agreement; and
g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement; Only United States currency shall be used for Transfers for cash consideration; The following shall not be deemed a Transfer, nor shall the transferee be deemed an assignee for purposes of this Agreement: a transfer by a Participant to an Affiliate, provided that the Participant shall continue to be liable for all obligations hereunder, and provided further that any transfer of less than all of a Participant's Participating Interest shall be subject to the provisions of Section 15.2(e); a transfer by a Participant of all or substantially all of its assets, or a sale of all shares of a corporate Participant by its parent corporation or other entity holding such shares, or such other corporate merger, consolidation or reorganization of a Participant, by which the surviving entity shall possess substantially all of the shares, or all of the property rights and interests, and shall be subject to substantially all of the liabilities and obligations of that Participant; provided, however, that the interest of the Participant in this Agreement and the Assets and its Participating Interest are not the sole assets of the Participant; provided further, however, that the transferee is or following the Transfer will be substantially similar in financial strength to the transferring Participant; an incorporation of a Participant; or a transfer by a Participant to a joint venture or partnership in which such Participant is a participating venturer or partner with a majority or controlling interest, provided that any transfer of less than all of a Participant's Participating Interest shall be subject to the provisions of Section 15.2(e); and If the interest of a Participant in this Agreement and the Assets and its Participating Interest are all or substantially all of the assets of the Participant, or are not all or substantially all of its assets but the financial strength of the transferee will be substantially less than the financial strength of the transferring Participant, a sale of all shares of a corporate Participant or the sale of all shares of any Affiliate of a Participant (by which the Participant is effectively subject to new ownership or management) or such other corporate merger, consolidation or reorganization, shall be deemed a Transfer. A transfer by a Participant to a joint venture or partnership in which such Participant is a participating venturer or partner with a minority or non-controlling interest shall also be deemed a Transfer, provided that any transfer of less than all of a Participant's Participating Interest shall be subject to the provisions of Section 15.2(e).
Appears in 1 contract
Sources: Option to Purchase With Exploration Rights (Golden Phoenix Minerals Inc /Fa/)
Limitations on Free Transferability. The Transfer right of a Participant Member in Section 15.1 14.1 shall be subject to the following terms and conditions:
(a) No transferee Transfer of all a Membership Interest or any part of economic interest therein shall be valid or recognized by the interest of a Participant in this Agreement, any Participating Interest, or the Assets shall have the rights of a Participant Company unless and until the transferring Participant Member has provided to the other Participants Member and the Company notice of the TransferTransfer (including all information required in Treas. Regs. § 1.743-1(k)(2)), and except as provided in Sections 15.2(g) and 15.2(h), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring ParticipantMember;
(b) No transfer Member, without the consent of the other Member, shall make a Transfer of a Membership Interest that shall cause the termination of the Company as a partnership for Federal income tax purposes, including under Section 708(b)(1)(B) of the Code;
(c) So long as POS-Minerals is a Member, no Member shall Transfer a Membership Interest or any economic interest therein to a POSCO Competitor; AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 45
(d) Nevada Moly shall not make Transfers of its Membership Interest corresponding to a Percentage Interest of greater than twenty percent (20%) in the aggregate;
(e) POS-Minerals shall not Transfer its Membership Interest or any interest therein so long as POS-Minerals has any remaining liabilities or obligations with respect to the POS-Minerals Initial Contribution;
(f) No Transfer permitted by this Article XV XIV shall relieve the transferring Participant Member of its share of any liability, whether accruing before or after such Transfer, which that arises out of Operations conducted prior to such Transfer;
c(g) The As provided in Exhibit C, the transferring Participant Member and the transferee shall bear all tax consequences to either of them or to the Company of the Transfer;
d(h) In the event of a Transfer of less than all of a Participating Member’s Membership Interest, the transferring Participant Member and its transferee shall thereafter act and be treated as one Participant;
e) No Participant shall Transfer any interest in this Agreement or Member, with the Assets except by Transfer of part or all of its Participating Interest;
f) If Member with the Transfer is greater Percentage Interest hereby appointed as the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement agent and the rights and interests attorney-in-fact of the other Participants hereunder. Upon any foreclosure or other enforcement of rights in Member with the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant lesser Percentage Interest with respect to this Agreement and the other Participantsexercise of all rights to vote, and it consent, approve or otherwise make any decisions with respect to the management or Operations or the Company;
(i) No Member shall comply with and be bound by the terms and conditions of this Agreement; and
g) If a enter into any sale or other commitment or disposition agree to dispose of Products or proceeds from the sale of Products by a Participant such Member upon distribution to it pursuant to Article XI creates X if such sale or other commitment will create in a third party a security interest in any Encumbrance on any Products or proceeds therefrom prior to any such distribution, such sale, commitment ;
(j) No Membership Interest or disposition any interest therein shall be subject Transferred to the terms and conditions a Governmental Authority; and
(k) No Membership Interest or any interest therein shall be Transferred in violation of this Agreementany Law.
Appears in 1 contract
Sources: Limited Liability Company Agreement (General Moly, Inc)
Limitations on Free Transferability. The Transfer right of a Participant in Section 15.1 shall be subject to the following terms and conditions:
(a) No no transferee of all or any part of the interest Participating Interest of a Participant in this Agreement, any Participating Interest, or the Assets Net Profits Royalty shall have the any rights of a Participant hereunder unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, and except as provided in Sections 15.2(g15.2( d) and 15.2(h15.2(e), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
(b) No no transfer permitted by this Article XV 15 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
(c) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d) In in the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
e(d) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f) If if the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any the Participating Interest or the Assets Net Profits Royalty of a Participant to secure a loan or other indebtedness of a Participant in a bona fide transactionindebtedness, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Participant hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other Participants, and it shall comply with and be bound by the terms and conditions of this Agreement; and
g(e) If if a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI 11 creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement.
Appears in 1 contract
Sources: Property Option Agreement
Limitations on Free Transferability. The Transfer right of a Participant Party in Section 15.1 shall be subject to the following terms and conditions:
(a) No no transferee of all or any part of the interest Participating Interest of a Participant in this Agreement, any Participating Interest, or the Assets Net Smelter Returns Royalty shall have the any rights of a Participant hereunder unless and until the transferring Participant Party has provided to the other Participants parties notice of the Transfer, and except as provided in Sections 15.2(g) and 15.2(hSection 15.2(e), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring ParticipantParty;
(b) No no transfer permitted by this Article XV 15 shall relieve the transferring Participant of its share Party of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
(c) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d) In in the event of a Transfer of less than all of a Participating InterestInterest or Net Smelter Returns Royalty, the transferring Participant Party and its transferee shall act and be treated as one Participantone, jointly and severally; and for all purposes of this Agreement including without limitation Section 5.6 the parts of the Participating Interest or Net Smelter Returns Royalty held by them respectively shall be deemed to be parts of one, indivisible whole;
e(d) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f) If if the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any the Participating Interest or the Assets Net Smelter Returns Royalty of a Party to secure a loan or other indebtedness of a Participant in a bona fide transactionindebtedness, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants parties hereunder, and the instrument granting such loan or indebtedness shall expressly reference such subordination. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant Party with respect to this Agreement and the other ParticipantsAgreement, and it shall comply with and be bound by the terms and conditions of this Agreement; and;
g(e) If if a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI 11 creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement; and
(f) for the purposes of the notice required under Section 15.2(a), the purchase price for all Transfers shall be expressed in U.S. or Canadian dollars, regardless of whether the purchase price calls for the payment of money, and to the extent the purchase price includes property other than Assets, such purchase price shall describe the portion of the purchase price attributable to Assets.
Appears in 1 contract
Sources: Option Agreement (Radius Gold Inc.)
Limitations on Free Transferability. The Transfer right of a Participant in Section 15.1 shall be subject to the following terms and conditions:
(a) No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, Interest or the Assets shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, and except as provided in Sections 15.2(g15.2(f) and 15.2(h15.2(g), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
(b) No transfer Transfer permitted by this Article XV shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
(c) The As provided in Exhibit C, Article IV, the transferring Participant and the transferee shall bear all tax consequences of the Transfer;
(d) In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
(e) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
(f) If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate and subject to the terms of this Agreement and the rights and interests of the other Participants Participant hereunder. Upon Any third party to whom such a security interest is granted must agree in writing (before the granting of such a security interest can become effective) that, upon any foreclosure or other enforcement of rights in the security interest interest, the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other ParticipantsParticipant, and it shall comply with and be bound by the terms and conditions of this Agreement; and;
(g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement.;
Appears in 1 contract
Limitations on Free Transferability. The Any Transfer right of a Participant in by either Party under Section 15.1 11.1 shall be subject to the following terms and conditionslimitations:
a) 11.2.1 Neither Party shall Transfer any interest in this Agreement (including any royalties, fees, profits, or other interest in the Products), except in conjunction with the Transfer of part or all of its Participating Interest;
11.2.2 No transferee of all or any part of the interest of a Participant in this Agreement, any Party’s Participating Interest, or the Assets Interest shall have the rights of a Participant Party unless and until the transferring Participant Party has provided to the other Participants notice Party Notice of the Transfer, and and, except as provided in Sections 15.2(g) 11.2.6 and 15.2(h)11.2.7, the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring ParticipantParty;
b) 11.2.3 Neither Party shall make a Transfer that shall violate any Laws, or result in the cancellation of any permits, licenses, or other authorizations;
11.2.4 No transfer Transfer permitted by this Article XV Section 11 shall relieve the transferring Participant Party of its share of any liability, whether accruing before or after such Transfer, which that arises out of Operations operations conducted prior to such Transfer or exists on the effective date of such Transfer;
c) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d) In the event of 11.2.5 If a Transfer of less than all of a Participating Interest, the transferring Participant Party and its transferee shall act and be treated as one ParticipantParty by notifying the non-transferring Party of their designated agent to act on their behalf with respect to all matters pertaining to this Agreement (provided that the transferring Party and its transferee may change the agent by giving Notice to the other Party, but such replacement must be one of them);
e) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f) 11.2.6 If the Transfer is results from the grant of an Encumbrance in a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant either Party in a bona fide transaction, such security interest Encumbrance shall be subordinate granted only in connection with such Party’s financing payment or performance of that Party’s obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests hereunder of the other Participants hereunderParty. Upon Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance (“Secured Party”) first enter into a written agreement with the other Party in form satisfactory to the other Party, acting reasonably, that binds the Secured Party, to the effect that (i) the Secured Party shall not enter into possession or institute any proceedings for foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position partition of the encumbering Participant with respect Party’s Participating Interest and that such Encumbrance shall be subject to this Agreement and the other Participants, and it shall comply with and be bound by the terms and conditions provisions of this Agreement, (ii) the Secured Party’s remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Party’s Participating Interest to the other Party or, failing such a sale, at a public auction to be held at least ten (10) days after prior Notice to the other Party, such sale to be subject to the purchaser entering into a written agreement with the other Party (whereby such purchaser assumes all obligations of the encumbering Party under the terms of this Agreement); andprovided that the price of any preemptive sale to the other Party shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such preemptive sale shall occur within sixty (60) days of the Secured Party’s Notice to the other Party of its intent to sell the encumbering Party’s Participating Interest. Failure of a sale to the other Party to close by the end of such period, unless failure is caused by the encumbering Party or by the Secured Party, shall permit the Secured Party to sell the encumbering Party’s Participating Interest at a public sale, and (iii) the charge shall be subordinate to any then-existing debt encumbering the transferring Party’s Participating Interest;
g) 11.2.7 If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant either Party upon distribution to it pursuant to Article XI creates in a third party a security interest by Encumbrance in Products or proceeds therefrom prior to such distribution, such sale, commitment or disposition shall be subject to the terms and conditions of this Agreement.
Appears in 1 contract
Limitations on Free Transferability. The Transfer right of a Participant in Section 15.1 14.1 shall be subject to the following terms and conditions:: Montana PGM Venture Agreement February 1, 2000 CONFIDENTIAL
a) 14.2.1. No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, and except as provided in Sections 15.2(g) 14.2.3. and 15.2(h)14.2,4., the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
b) 14.2.2. No transfer Transfer permitted by this Article XV 14 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
c) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d) 14.2.3. In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
e) No 14.2.4. Except as provided in Section 14.4.3, no Participant shall Transfer transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f) If 14.2.5. From the date of execution of this Agreement, if the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Participant hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other ParticipantsParticipant, and it shall comply with and be bound by the terms and conditions of this Agreement; and
g) 14.2.6. If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI 11 creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement.; and
Appears in 1 contract
Sources: Joint Venture Agreement (Idaho Consolidated Metals Corp)
Limitations on Free Transferability. The Any Transfer right of a by either Participant in under Section 15.1 17.1 shall be subject to the following terms and conditionslimitations:
(a) No neither Participant shall Transfer any interest in this Agreement or the Assets (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Participating Interest;
(b) no transferee of all or any part of the interest of a Participant in this Agreement, any Participant's Participating Interest, or the Assets Interest shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, and and, except as provided in Sections 15.2(gSubsections 17.2(f) and 15.2(h17.2(g), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by by: 22326.88636.CGB.2507236.2
(i) this Agreement to the same extent as the transferring Participant; and
(ii) if Ivanhoe holds Surface Access Rights in respect of any area of the Properties, such Surface Access Rights to the same extent as Entrée;
b(c) No transfer neither Participant, without the consent of the other Participant, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization;
(d) no Transfer permitted by this Article XV 17 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such TransferTransfer or exists on the Effective Date;
c(e) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d) In in the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant; provided however, that in order for such Transfer to be effective, the transferring Participant and its transferee must first:
(i) agree, as between themselves, that one of them is authorized to act as the sole agent ("Agent") on their behalf with respect to all matters pertaining to this Agreement and the Business; and
(ii) notify the other Participant of the designation of the Agent, and in such notice warrant and represent to other Participant that:
A. the Agent has the sole authority to act on behalf of, and to bind, the transferring Participant and its transferee with respect to all matters pertaining to this Agreement and the Business;
eB. the other Participant may rely on all decisions of, notices and other communications from, and failures to respond by, the Agent, as if given (or not given) No by the transferring Participant and its transferee; and
C. all decisions of, notices and other communications from, and failures to respond by, the other Participant to the Agent shall Transfer any interest in this Agreement be deemed to have been given (or not given) to the Assets except transferring Participant and its transferee. The transferring Participant and its transferee may change the Agent (but such replacement must be one of them) by Transfer of part or all of its Participating Interest;giving notice to the other Participant, which notice must conform to Subsection 17.2(e)(ii).
(f) If if the Transfer is the grant of an Encumbrance in a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a either Participant in a bona fide transaction, other than a transaction approved unanimously by the Management Committee or Project Financing approved by the Management Committee, such security interest Encumbrance shall be subordinate granted only in connection with such Participant's financing payment or performance of that Participant's obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests of the other Participants hereunderParticipant hereunder (including without limitation under Section 6.7). Upon Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance ("Chargee") first enter into a written agreement with the other Participant in form satisfactory to the other Participant, acting reasonably, binding upon the Chargee, to the effect that: 22326.88636.CGB.2507236.2
(i) the Chargee shall not enter into possession or institute any proceedings for foreclosure or other enforcement partition of rights in the security interest the acquiring third party encumbering Participant's Participating Interest and that such Encumbrance shall be deemed subject to have assumed the position provisions of this Agreement;
(ii) the Chargee's remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Participant's Participating Interest to the other Participant, or, failing such a sale, at a public auction to be held at least thirty (30) days after prior notice to the other Participant, such sale to be subject to the purchaser entering into a written agreement with the other Participant whereby such purchaser assumes all obligations of the encumbering Participant with respect to this Agreement and the other Participants, and it shall comply with and be bound by under the terms and conditions of this Agreement. The price of any pre-emptive sale to the other Participant shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such pre-emptive sale shall occur within sixty (60) days of the Chargee's notice to the other Participant of its intent to sell the encumbering Participant's Participating Interest. Failure of a sale to the other Participant to close by the end of such period, unless failure is caused by the encumbering Participant or by the Chargee, shall permit the Chargee to sell the encumbering Participant's Participating Interest at a public sale; and
(iii) the charge shall be subordinate to any then-existing debt, including Project Financing previously approved by the Management Committee, encumbering the transferring Participant's Participating Interest;
(g) If if a sale or other commitment or disposition of Products or proceeds from the sale of Products by a either Participant upon distribution to it pursuant to Article XI 12 creates in a third party a security interest by Encumbrance in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this AgreementAgreement including, without limitation, Section 5.10.
Appears in 1 contract
Sources: Equity Participation and Earn in Agreement (Entree Gold Inc)
Limitations on Free Transferability. The Transfer right of a Participant in Section 15.1 14.1 shall be subject to the following terms and conditions:
(a) No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, and except as provided in Sections 15.2(g14.2(e) and 15.2(h14.2(f), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
(b) No transfer Transfer permitted by this Article XV 14 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
(c) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d) In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
e(d) No Except as provided in Section 14.4(c), no Participant shall Transfer transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f(e) If From the date of execution of this Agreement, if the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Participant hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other ParticipantsParticipant, and it shall comply with and be bound by the terms and conditions of this Agreement; and
g(f) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI 11 creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement.
Appears in 1 contract
Sources: Joint Venture Agreement (Idaho Consolidated Metals Corp)
Limitations on Free Transferability. The Transfer right of a Participant In addition to being subject to preemptive rights as described in Section 15.1 7.4 and Exhibit H, any Transfer by either Member under Section 7.1 shall be subject to the following terms and conditionslimitations:
(a) No Member shall Transfer any legal or beneficial right, title or interest (i) in or to the Company, the Properties or the Assets, or (ii) arising under this Agreement or the Members' Agreement (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Ownership Interest (provided that such restriction shall not apply to any NSR interest held by a former Member subsequent to its resignation or withdrawal from the Company and the relinquishment of its entire Ownership Interest);
(b) So long as TSHI has not recovered all of the Recoupment Amount pursuant to Section 4.5 and so long as any Elected Loan or Demand Loan to TSVLP is outstanding, TSVLP shall not Transfer any interest in its Ownership Interest unless and until the transferee has executed and delivered a written subrogation agreement in favor of TSHI and the Company by which the Transferee assumes and becomes subject to all of the obligations, loans, defects, Liens and Encumbrances affecting TSVLP, its Ownership Interest or its rights under this Agreement or the Members' Agreement in a form approved by TSHI. No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets Member's Ownership Interest shall have the rights of a Participant Member unless and until the transferring Participant Member has provided to the other Participants Member notice of the Transfer, and and, except as provided in Sections 15.2(gSubsections 7.2(f) and 15.2(h7.2(g), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement and the Members' Agreement to the same extent as the transferring ParticipantMember;
b(c) Neither Member, without the consent of the other Member, shall make a Transfer that violates any Law, or results in the cancellation of any permits, licenses, or other similar authorization;
(d) No transfer Transfer permitted by this Article XV shall relieve the transferring Participant of its share Member of any liabilityliability of such transferring Member under this Agreement or under the Members' Agreement , whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
c(e) The transferring Participant and the transferee Any Member that makes a Transfer that shall bear all tax consequences cause termination of the tax partnership established by Section 5.2 shall indemnify the other Member for, from and against any and all loss, cost, expense, damage, liability or claim therefore arising from the Transfer, including without limitation any increase in taxes, interest and penalties or decrease in credits caused by such termination and any tax on indemnification proceeds received by the indemnified Member;
d(f) In the event of a Transfer of less than all of a Participating an Ownership Interest, the transferring Participant Member and its transferee shall act and be treated as one Participant;Member under this Agreement; provided however, that in order for such Transfer to be effective, the transferring Member and its transferee must first:
e(i) No Participant shall Transfer any interest in this Agreement or agree, as between themselves, that one of them is authorized to act as the Assets except by Transfer of part or sole agent ("Agent") on their behalf with respect to all of its Participating Interest;
f) If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in matters pertaining to this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this Members' Agreement and the rights Company; and
(ii) provide written notice to the other Member, the Manager and interests the Company of the designation of the Agent, and in such notice warrant and represent to the other Participants hereunder. Upon any foreclosure Member, the Manager and the Company that:
(A) the Agent has the sole authority to act on behalf of, and to bind, the transferring Member and its transferee with respect to all matters pertaining to this Agreement, the Members' Agreement and the Company;
(B) the other Member, the Manager and the Company may rely on all decisions of, notices and other communications from, and failures to respond by, the Agent, as if given (or not given) by the transferring Member and its transferee; and
(C) all decisions of, notices and other enforcement of rights in communications from, and failures to respond by, the security interest other Member , the acquiring third party Manager or the Company to the Agent shall be deemed to have assumed been given (or not given) to the position transferring Member and its transferee. The transferring Member and its transferee may change the Agent (but such replacement must be one of them) by giving written notice to the encumbering Participant other Member, the Manager and the Company, which notice must conform to Subsection 7.2(f)(ii).
(g) TSVLP shall not grant any Encumbrance or allow any Lien to arise on or with respect to its Ownership Interest (or any other right, title or interest of TSVLP arising under this Agreement and or the other ParticipantsMembers' Agreement), and it shall comply with and be bound except for Encumbrances authorized by this Agreement or the terms and conditions of this Agreement; and
g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such sale, commitment or disposition shall be subject to the terms and conditions of this Members' Agreement.
Appears in 1 contract
Sources: Operating Agreement (U S Gold Corp)
Limitations on Free Transferability. The Transfer right of a Participant in in
Section 15.1 shall be subject to the following terms and conditions:
(a) No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, and except as provided in Sections 15.2(g) and 15.2(h), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
(b) No transfer permitted by this Article XV shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
(c) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
(d) In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
(e) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
(f) If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Participant hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other ParticipantsParticipant, and it shall comply with and be bound by the terms and conditions of this Agreement; and
(g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement.
Appears in 1 contract
Limitations on Free Transferability. The Any Transfer right of a by either Participant in under Section 15.1 16.1 shall be subject to the following terms and conditionslimitations:
(a) Neither Participant shall Transfer any interest in this Agreement or the Assets (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Participating Interest;
(b) No transferee of all or any part of the interest of a Participant in this Agreement, any Participant’s Participating Interest, or the Assets Interest shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, and and, except as provided in Sections 15.2(gSubsections 16.2(g) and 15.2(h16.2(h), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring Participant;
b(c) Neither Participant, without the consent of the other Participant, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization;
(d) No transfer Transfer permitted by this Article XV XVI shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such TransferTransfer or exists on the Effective Date;
c(e) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;[Intentionally Omitted]
d(f) In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
e) No Participant shall Transfer any interest in by notifying the non-transferring Participant of their designated Agent to act on their behalf with respect to all matters pertaining to this Agreement or and the Assets except Business. The transferring Participant and its transferee may change the Agent (but such replacement must be one of them) by Transfer of part or all of its Participating Interest;giving notice to the other Participant. Such notices must conform to Subsection 16.2(f)(ii).
f(g) If the Transfer is the grant of an Encumbrance in a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a either Participant in a bona fide transaction, other than a transaction approved unanimously by the Management Committee or Project Financing approved by the Management Committee, such security interest Encumbrance shall be subordinate granted only in connection with such Participant’s financing payment or performance of that Participant’s obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests of the other Participants hereunderParticipant hereunder (including without limitation under Section 6.7). Upon Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance (“Chargee”) first enter into a written agreement with the other Participant in form satisfactory to the other Participant, acting reasonably, binding upon the Chargee, to the effect that:
(i) the Chargee shall not enter into possession or institute any proceedings for foreclosure or other enforcement partition of rights in the security interest the acquiring third party encumbering Participant’s Participating Interest and that such Encumbrance shall be deemed subject to have assumed the position provisions of this Agreement;
(ii) the Chargee’s remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Participant’s Participating Interest to the other Participant, or, failing such a sale, at a public auction to be held at least ten (10) days after prior notice to the other Participant, such sale to be subject to the purchaser entering into a written agreement with the other Participant whereby such purchaser assumes all obligations of the encumbering Participant with respect to this Agreement and the other Participants, and it shall comply with and be bound by under the terms and conditions of this Agreement. The price of any preemptive sale to the other Participant shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such preemptive sale shall occur within sixty (60) days of the Chargee’s notice to the other Participant of its intent to sell the encumbering Participant’s Participating Interest. Failure of a sale to the other Participant to close by the end of such period, unless failure is caused by the encumbering Participant or by the Chargee, shall permit the Chargee to sell the encumbering Participant’s Participating Interest at a public sale; and
g(iii) the charge shall be subordinate to any then-existing debt, including Project Financing previously approved by the Management Committee, encumbering the transferring Participant’s Participating Interest;
(h) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a either Participant upon distribution to it pursuant to Article XI creates in a third party a security interest by Encumbrance in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this AgreementAgreement including, without limitation, Section 6.7.
Appears in 1 contract
Sources: Exploration, Development and Mine Operating Agreement (Canyon Resources Corp)
Limitations on Free Transferability. The Transfer transfer right of a Participant Member in Section 15.1 16.1 shall be subject to the following terms and conditions:
a) 16.2.1 No transferee of all or any part of the interest Participating Interest of a Participant in this Agreement, any Participating Interest, or the Assets Member shall have the rights of a Participant Member unless and until the transferring Participant Member has provided to the other Participants Member notice of the Transfertransfer, and except as provided in Sections 15.2(g) and 15.2(h), the transferee, as of the effective date of the Transfertransfer, has committed in writing to be bound by this Agreement to the same extent and nature as the transferring ParticipantMember;
b) 16.2.2 No Member, without the consent of the other Member, shall make a transfer that shall cause termination of the tax status of the Company. If contrary to this Section 16.2.2 a transfer is made that causes such termination, the transferring Member and the transferee shall indemnify, defend and hold harmless the other Member from and against any and all loss, cost, expense or damage arising from such termination;
16.2.3 No transfer permitted by this Article XV 16 shall relieve the transferring Participant Member of its share of any liability, whether accruing before or after such Transfertransfer, which that arises out of Operations conducted prior to such Transfertransfer;
c) 16.2.4 The transferring Participant Member and the transferee shall bear all tax consequences of the Transfertransfer;
d) In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
e) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f) 16.2.5 If the Transfer transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any its interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant Member in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Member hereunder. Upon any foreclosure or other enforcement of rights in the security interest interest, the acquiring third party shall be deemed to have assumed assume the position of the encumbering Participant Member with respect to this Agreement and the other ParticipantsMember, except that the Non-Operator shall become the Operator and the acquiring third party shall not become the Operator, and it shall comply with and be bound by the terms and conditions of this AgreementArticle 16; and
g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security 16.2.6 No Member may transfer any interest in Products this Agreement or proceeds therefrom prior to such distributionthe Assets, such saleother than Products, commitment except by transfer of all or disposition shall be subject to the terms and conditions part of this Agreementits Participating Interest.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Minera Andes Inc /Wa)
Limitations on Free Transferability. The Transfer transfer right of a Participant provided for in Section 15.1 shall 13 shall, in the case of any transfer by any Participant, be subject to Section 13.2 and, in addition, be subject to the following terms and conditions:
(a) No transferee no Participant shall transfer any interest in this Agreement or the Assets (including but not limited to any royalty, profits or other interest in the Products) except by transfer of all or any part of the interest a Participating Interest;
(b) no transferee of a Participant in this Agreement, all of any Participating Interest, or the Assets Interest shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfertransfer, and except as provided in Sections 15.2(g) and 15.2(h), the transferee, as of the effective date of the Transfertransfer, has committed in writing to be bound by this Agreement to the same extent and nature as the transferring Participant;
b(c) No no transfer permitted by this Article XV Section 13 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfertransfer, which arises out of Operations conducted prior to such Transfertransfer;
c(d) The neither Participant, without the consent of the other, shall make a transfer that would violate any Law, or result in the cancellation of any permits, licences or other similar authorizations;
(e) the transferring Participant and the transferee shall bear all tax consequences of the Transfertransfer;
d(f) In in the event of a Transfer transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall shall, unless otherwise agreed by all of the other Participants, act and for all future purposes of this Agreement be treated as one Participant;
e, and in such event in order for the transfer to be effective, the transferring Participant and its transferee shall provide written notice to the non- transferring Participant designating either the transferring Participant or the transferee as the sole authorized agent to act on their behalf and in respect of their collective Participating Interest. Such notice shall provide that: (i) No the agent has the sole authority to act on behalf of, and to bind the transferring Participant shall Transfer any interest in and its transferee on all matters pertaining to this Agreement or the Assets except Joint Venture; (ii) the notified Participant may rely on all decisions of, notices and other communications from, and failures to respond by, the agent, as if given (or not given) by Transfer of part or the transferring Participant and its transferee; and (iii) all of its Participating Interest;
f) If decisions of, notices and other communications from, and failures to respond by, the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a notified Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party agent shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other Participants, and it shall comply with and be bound by the terms and conditions of this Agreement; and
gbeen given (or not given) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such sale, commitment or disposition shall be subject to the terms transferring Participant and conditions of this Agreementits transferee.
Appears in 1 contract
Sources: Option and Joint Venture Agreement
Limitations on Free Transferability. The Any Transfer right of a Participant in by any Member under Section 15.1 10.1 shall be subject to the following terms and conditionslimitations:
(a) No no Member shall Transfer any beneficial interest in the Company (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Ownership Interest;
(b) no transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets Member’s Ownership Interest shall have the rights of a Participant Member unless and until the transferring Participant Member has provided to the other Participants Member notice of the Transfer, and and, except as provided in Sections 15.2(g) and 15.2(hSubsection 10.2(f), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring ParticipantMember;
b(c) No transfer no Member, without the consent of the other Member, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization;
(d) no Transfer permitted by this Article XV X shall relieve the transferring Participant of its share Member of any liabilityliability of such transferring Member under this Agreement, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
c(e) The transferring Participant and the transferee Any Member that makes a Transfer that shall bear all tax consequences cause termination of the tax partnership established by Section 8.3 shall indemnify the other Member for, from and against any and all loss, cost, expense, damage, liability or claim therefore arising from the Transfer, including without limitation any increase in taxes, interest and penalties or decrease in credits caused by such termination and any tax on indemnification proceeds received by the indemnified Member;
d) In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
e) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
(f) If if the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating an Encumbrance on an Ownership Interest or the Assets to secure a loan or other indebtedness of a Participant any Member in a bona fide transaction, other than a transaction approved unanimously by the Management Committee or Project Financing approved by the Management Committee, such security interest Encumbrance shall be subordinate granted only in connection with such Member’s financing payment or performance of that Member’s obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests of the other Participants Member hereunder. Upon Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance (“Chargee”) first enters into a written agreement with the other Member in form satisfactory to the other Member, acting reasonably, binding upon the Chargee, to the effect that: (i) the Chargee shall not enter into possession or institute any proceedings for foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position partition of the encumbering Participant with respect to this Agreement Member’s Ownership Interest and the other Participants, and it shall comply with and be bound by the terms and conditions of this Agreement; and
g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to that such distribution, such sale, commitment or disposition Encumbrance shall be subject to the terms and conditions provisions of this Agreement; (ii) the Chargee’s remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Member’s Ownership Interest to the other Member, or, failing such a sale, at a public auction to be held at least sixty (60) days after prior notice to the other Member, such sale to be subject to the purchaser entering into a written agreement with the other Member whereby such purchaser assumes all obligations of the encumbering Member under the terms of this Agreement. The price of any preemptive sale to the other Member shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such preemptive sale shall occur within sixty (60) days of the Chargee’s notice to the other Member of its intent to sell the encumbering Member’s Ownership Interest. Failure of a sale to the other Member to close by the end of such period, unless failure is caused by the encumbering Member or by the Chargee, shall permit the Chargee to sell the encumbering Member’s Ownership Interest at a public sale; and (iii) the charge shall be subordinate to any then-existing debt, including Project Financing previously approved by the Management Committee, encumbering the transferring Member’s Ownership Interest.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (American Uranium Corp)
Limitations on Free Transferability. The At all times under this Agreement after the coming into force of Part II and on complying only with the provisions of Subsection 16.2(a) and Section 16.3, either Party shall be free to Transfer all or any part of its Participating Interest under this Agreement. However, the Transfer right of a Participant in Section 15.1 both Parties under this Article XVI shall be subject to the following terms and conditions:
(a) No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets Interest shall have the rights of a Participant Party, unless and until the transferring Participant Party has provided to the other Participants all Continuing Parties notice of the TransferTransfer and, and except as provided in Sections 15.2(gSubsections 16.2(f) and 15.2(h16.2(g), the transferee, transferee has:
(i) received a true copy of this Agreement;
(ii) as of the effective date of the Transfer, has committed in writing to the Continuing Parties to be bound by this Agreement in the place and stead of the transferring Party; and
(iii) assured the Continuing Parties that in any subsequent Transfer permitted under this Agreement any transferee from it and its successors and assigns the transferee will covenant to the same extent effect as the transferring Participantis required by this Subsection 16.2(a);
(b) No transfer Transfer permitted by this Article XV XVI shall relieve the transferring Participant Party of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
(c) The transferring Participant Party and the transferee shall bear all tax consequences of the Transfer;
(d) In the event of a Transfer of less than all of a Participating Interest, the transferring Participant Party and its transferee shall thereafter act and be treated as one ParticipantParty hereunder and shall operate the transferred Participating Interest with the transferring Party's untransferred Participating Interest as a single interest except for the provisions of Section 6.1 regarding entitlement to be the Operator;
(e) No Participant Party shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
(f) If the Transfer is the No Party shall grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, Agreement or any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant Party unless it is in respect of a bona fide transaction, such transaction for the purpose of developing or mining the Assets. Any security interest granted by a Party shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants hereunder. Upon Party hereunder and shall be subject to the condition that the holder of any such encumbrance (the "Chargee"), first enters into a written agreement with the other Party in form satisfactory to the other Party, acting reasonably, binding upon the Chargee, to the effect that: (i) the Chargee will not enter into possession or institute any proceedings for foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position partition of the encumbering Participant with respect Party's Participating Interest and that such encumbrance shall be subject to this Agreement and the other Participants, and it shall comply with and be bound by the terms and conditions provisions of this Agreement; and(ii) the Chargee's remedies under the encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Party's Participating Interest to the other Party, or, failing such a sale, at a public auction to be held thirty (30) days after prior notice to the other Party, such sale to be subject to the purchaser entering into a written agreement with the other Party whereby such purchaser assumes all obligations of the encumbering Party under the terms of this Agreement; provided that the price of any preemptive sale to the other Party shall be the remaining principal amount of the loan plus accrued interest and related expenses; and (iii) the charge shall be subordinate to any debt encumbering the Mine and Plant and other Assets;
(g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant Party upon distribution to it pursuant to Article XI XIII creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement;
(h) Only Canadian currency shall be used for Transfers for consideration; and
(i) Regardless of the number of Transfers, the total Royalty amount available to be divided among all transferring and withdrawing Parties pursuant to Section 8.5 hereof shall not exceed the amount provided therein.
Appears in 1 contract
Sources: Exploration Option and Operating Joint Venture Agreement (Uranium Power Corp)
Limitations on Free Transferability. The Transfer transfer right of a Participant Venturer in Section 15.1 12.1 shall be subject to the following terms and conditions:
(a) No transferee of all or any part of the interest interests of a Participant Venturer in this Agreement, any Participating Interest, or the Assets shall have the rights of a Participant Venturer unless and until the transferring Participant Venturer has provided to the other Participants Venturer notice of the Transfertransfer, and except as provided in Sections 15.2(g) and 15.2(h), the transferee, as of the effective date of the Transfertransfer, has committed in writing to be bound by this Agreement to the same extent and nature as the transferring Participant;Venturer; and, except as provided in Sections 12.2(g) and 12.2(h), the transfer, as of the effective date of the transfer, has committed in writing to be bound by this Agreement to the same extent and nature as the transferring Venturer.
(b) No Venturer, without the consent of the other Venturer, shall make a transfer which shall cause termination of the tax partnership established by the provisions of Section 4.2; 97
(c) No transfer permitted by this Article XV shall relieve the transferring Participant Venturer of its share of any liability, whether accruing before or after such Transfertransfer, which arises out of Operations conducted prior to such Transfertransfer;
c(d) The transferring Participant Venturer and the transferee shall bear all tax consequences of the Transfertransfer;
d(e) In the event of a Transfer transfer of less than all of a Participating Interest, the transferring Participant Venturer and its transferee shall act and be treated as one ParticipantVenturer;
e(f) No Participant Venturer shall Transfer transfer any interest in this Agreement or the Assets except by Transfer transfer of part or all of its Participating participating Interest;
f(g) If the Transfer transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant Venturer in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Venturer hereunder. Upon any foreclosure or other enforcement of rights in the security interest interest, the acquiring third party shall be deemed to have assumed the position of the encumbering Participant Venturer with respect to this Agreement and the other ParticipantsVenturer, and it shall comply with and be bound by the terms and conditions of this Agreement; andArticle XIII;
g(h) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant Venturer upon distribution to it pursuant to Article XI Section 9.1 creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this AgreementArticle;
(i) If, contrary to Section 12.2(b), a transfer is made which causes termination of the tax partnership established by Section 4.2, the transferring Venturer shall indemnify, defend and hold harmless the other Venturer from and against any and all loss, cost, expense or damage arising from such termination;
(j) Such transfer shall be subject to a preemptive right in the other Venturer as provided in Section 12.3; and
(k) No transfer may be made without the consent of the other Venturer.
Appears in 1 contract
Limitations on Free Transferability. The Transfer right of a Participant in Section 15.1 shall be subject to the following terms and conditions:
(a) No no transferee of all or any part of the interest Participating Interest of a Participant in this Agreement, has any Participating Interest, or the Assets shall have the rights of a Participant hereunder unless and until the transferring Participant has provided to the other Participants notice Participant Notice of the Transfer, Transfer and except as provided in Sections 15.2(g) and 15.2(hSection 15.2(f), the transferee, effective as of the effective date of the Transfersuch transfer, has committed executed and delivered to the transferor and the continuing Participant a written covenant in writing favour of the transferor and continuing Participant to be bound by the terms of this Agreement in the same manner and to the same extent as the transferring Participant. Subject to Section 15.2(b), upon delivery of such Notice and the transferee's written covenant to the transferor and the other Participant, the transferor will be released from its liabilities attaching to the rights and interests being transferred in the same proportion as the rights and interests transferred;
(b) No transfer no Transfer permitted by this Article XV shall relieve 15 relieves the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
(c) The transferring Participant and DIAM may not Transfer, or agree to Transfer, less than all of its Participating Interest, without the transferee shall bear all tax consequences prior written consent of the TransferRTEC, which consent RTEC may withhold in its sole discretion;
(d) In in the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participantone, jointly and severally; and for all purposes of this Agreement including without limitation Sections 5.7 and 6.1 to 6.5, the parts of the Participating Interest held by them respectively will be deemed to be parts of one, indivisible whole;
(e) No once a Production Decision has been made and a Development Program and Budget has been adopted in respect of such Production Decision, a Participant who has elected, or is deemed to have elected, to contribute to the Costs of such Development Program and Budget shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f) If the Transfer is the be entitled to grant of a security interest by interest, mortgage, deed of trust, pledge, lien lien, charge, or other encumbrance (a “Permitted Charge”) over the Collateral to a lender or group of any interest lenders or an agent on their behalf (in this Agreementeach instance, any Participating Interest or the Assets a “Lender”) to secure a loan or to the Participant provided that:
(i) the net proceeds of such loan are solely applied by such Participant to fund its participation in such Development Program and Budget pursuant to this Agreement and for no other indebtedness purpose;
(ii) all costs and expenses of a the Participant in a bona fide transaction, such security interest that grants the Permitted Charge associated with the Permitted Charge are borne by the Participant that grants the Permitted Charge;
(iii) the Permitted Charge shall be subordinate in writing and the instrument by which it is granted shall incorporate all provisions as shall be necessary to give effect to this Section 15;
(iv) the Lenders shall have agreed in writing with the other Participant that:
A. such Permitted Charge is subject to the terms of this Agreement and the rights and interests of the other Participant hereunder and without limiting the foregoing, the Permitted Charge shall rank subordinate to any security interests, mortgages, pledges, liens, charges, or other encumbrances the Participants hereunderhave granted or may grant in favour of each other under this Agreement to secure performance of this Agreement;
B. if any of the Lenders commence or continue any enforcement or realization proceedings on all or any portion of the Permitted Charge, then Section 15.3 shall apply mutatis mutandis:
I. to the Lenders, before the Lenders may sell, transfer or acquire the Participating Interest of the Participant that granted the Permitted Charge; and
II. Upon to any foreclosure receiver or agent, before that receiver or agent may sell or transfer the Participating Interest of the Participant that granted the Permitted Charge. The Lenders or any receiver or agent, as the case may be, shall notify the other Participant of their intent to Transfer the Participating Interest, and the other Participant shall be offered the right to purchase such Participating Interest as provided in Section 15.3, mutatis mutandis;
C. the Lenders and any Person claiming through the Lenders or under the Permitted Charge (including, without limitation, any receiver or receiver and manager) shall upon any realization or other enforcement of rights in the security interest Permitted Charge, be subject to and bound by the acquiring third party shall be deemed provisions of this Agreement, including, without limitation, Section 15.3;
D. upon any realization or other enforcement of the Permitted Charge, the Lenders and any Person claiming through the Lenders or under the Permitted Charge (including, without limitation, any receiver or receiver and manager) will require any purchaser of the Participating Interest from it to have assumed enter into an agreement with the other Participant whereby the purchaser assumes the obligations and position of the encumbering Participant who granted the Permitted Charge with respect to this Agreement and the other Participants, and it shall comply with and be bound by the terms and conditions of this Agreement;
E. to the extent that such Permitted Charge extends and applies to the granting Participant’s Participating Interest and its interest in the Assets (and proceeds therefrom), such Participating Interests and interest in the Assets may be changed or adjusted from time to time under this Agreement, including as contemplated by Sections 5.6, 5.7 and 9.5; and
gF. where the Lenders acquire the Participating Interest as a result of realization or enforcement of the Permitted Charge and thereby becomes a Participant, any direct or indirect change of control of any of the Lenders shall trigger the application of Section 15.3, mutatis mutandis, and the Lenders shall notify the other Participant of its intent to Transfer the Participating Interest, and the other Participant shall be offered the opportunity to purchase such Participating Interest as provided in Section 15.3, mutatis mutandis;
(f) If if a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates 11 creates, in favour of a third party party, a security interest in Products or proceeds therefrom prior to such distribution, such sale, commitment or disposition shall be is subject to the terms and conditions of this Agreement and such Participant shall require such third party to offer to enter into an agreement with the other Participant, on market terms and otherwise in form and substance satisfactory to the other Participant, acting reasonably (and, if the other Participant accepts such offer, the third party shall be required to enter into such agreement with the other Participant), whereby such third party agrees that such security interest is subject to the terms of this Agreement and the rights and interests of the other Participant hereunder and without limiting the foregoing, that such security interest shall rank subordinate to any security interests, mortgages, pledges, liens, charges, or other encumbrances such Participant has granted in favour of other Participant under this Agreement to secure performance of this Agreement;
(g) the transferring Participant and the transferee shall bear all tax consequences of the Transfer;
(h) nothing in this Article 15 shall prohibit or restrict the grant, creation or existence of any liens, charges or encumbrances which are permitted pursuant to Section 7.2 or 9.6; and
(i) for the purposes of the Notice required under Section 15.3(a), the purchase price for all Transfers must be expressed in U.S. or Canadian dollars, regardless of whether the purchase price calls for the payment of money, and to the extent the purchase price includes property other than Assets, such purchase price must describe the portion of the purchase price attributable to Assets.
Appears in 1 contract
Sources: Joint Venture Agreement
Limitations on Free Transferability. The Any Transfer right of a Participant in by either Party under Section 15.1 14.1 shall be subject to the following terms and conditionslimitations:
(a) No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets Party's shall have the rights of a Participant Party unless and until the transferring Participant Party has provided to the other Participants Party notice of the Transfer, and except as provided in Sections 15.2(g) and 15.2(h)and, the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring ParticipantParty;
(b) Neither Party, without the consent of the other Party, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization; 21
(c) No transfer Transfer permitted by this Article XV XIV shall relieve the transferring Participant Party of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such TransferTransfer or exists on the Effective Date;
c) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
(d) In the event of a Transfer of less than all of a Participating Party’s Interest, the transferring Participant Party and its transferee shall act and be treated as one ParticipantParty; provided however, that in order for such Transfer to be effective, the transferring Party and its transferee must first:
(i) agree, as between themselves, that one of them is authorized to act as the sole agent ("Agent") on their behalf with respect to all matters pertaining to this Agreement and the Business; and
(ii) notify the other Party of the designation of the Agent, and in such notice warrant and represent to other Party that:
(A) the Agent has the sole authority to act on behalf of, and to bind, the transferring Party and its transferee with respect to all matters pertaining to this Agreement and the Business;
(B) the other Party may rely on all decisions of, notices and other communications from, and failures to respond by, the Agent, as if given (or not given) by the transferring Party and its transferee; and
(C) all decisions of, notices and other communications from, and failures to respond by, the other Party to the Agent shall be deemed to have been given (or not given) to the transferring Party and its transferee. The transferring Party and its transferee may change the Agent (but such replacement must be one of them) by giving written notice to the other Party.
(e) No Participant Neither Party shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f) If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating an Interest or the Assets grant an Encumbrance in a Party’s Interest to secure a loan or other indebtedness of a Participant either Party in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other Participants, and it shall comply with and be bound than a transaction approved unanimously by the terms and conditions of this Agreement; and
g) If Management Committee or a sale or other commitment or disposition of Products or proceeds from project financing approved by the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such sale, commitment or disposition shall be subject to the terms and conditions of this AgreementManagement Committee.
Appears in 1 contract
Limitations on Free Transferability. The Any Transfer right of a by either Participant in Section 15.1 under this Article 15 shall be subject to the following terms and conditionslimitations:
(a) No transferee neither Participant shall Transfer any interest in this Agreement or the Assets except in conjunction with the Transfer of part or all of its Participating Interest;
(b) a Participant shall not transfer all or any part of the interest of a Participant in this Agreement, any its Participating Interest, or the Assets shall have the rights of a Participant Interest unless and until the transferring Participant has provided to the other Participants Participant notice of the proposed Transfer, and except as provided in Sections 15.2(g) and or 15.2(h), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
b(c) No transfer neither Participant, without the consent of the other Participant, shall make a Transfer that shall violate any applicable Laws or result in the cancellation of any permits, licenses or other similar authorization;
(d) no Transfer permitted by this Article XV 15 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such TransferTransfer or exists on the Effective Date;
c(e) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d) In in the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant, provided, however, that in order for such Transfer to be effective, the transferring Participant and its transferee must first:
(i) agree, as between themselves, that one of them is authorized to act as the sole agent (the "Agent") on both of their behalves with respect to all matters pertaining to this Agreement and the Business, and
(ii) notify the other Participant of the designation of the Agent and, in such notice, represent and warrant to the other Participant that:
A. the Agent has the sole authority to act on behalf of, and to bind, the transferring Participant and its transferee with respect to all matters pertaining to this Agreement and the Business,
B. the other Participant may rely on all decisions of, notices and other communications from, and failures to respond by, the Agent as if given (or not given) by both the transferring Participant and its transferee, and
C. all decisions of, notices and other communications from, and failures to respond by, the other Participant to the Agent shall be deemed to have been given (or not given) to the transferring Participant and its transferee;
e) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
(f) If if the Transfer is the grant of an Encumbrance in a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a either Participant in a bona fide transaction, other than a transaction approved unanimously by the Management Committee or Project Financing approved by the Management Committee, such security interest Encumbrance shall be subordinate granted only in connection with such Participant's financing payment or performance of the Participant's obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests of the other Participants Participant hereunder. Upon Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance (the "Chargee") first enter into a written agreement with the other Participant, in form satisfactory to the other Participant, acting reasonably, and binding upon the Chargee, to the effect that:
(i) the Chargee shall not enter into possession or institute any proceedings for foreclosure or other enforcement partition of rights in the security interest the acquiring third party encumbering Participant's Participating Interest and that such Encumbrance shall be deemed subject to have assumed the position provisions of this Agreement,
(ii) the Chargee's remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Participant's Participating Interest to the other Participant, or, failing such a sale, at a public auction to be held at least 45 days after prior notice to the other Participant, such sale to be subject to the purchaser entering into a written agreement with the other Participant whereby such purchaser assumes all obligations of the encumbering Participant with respect to this Agreement and the other Participants, and it shall comply with and be bound by under the terms and conditions of this Agreement, and
(iii) the Encumbrance shall be subordinate to any then-existing debt encumbering the encumbering Participant's Participating Interest, including Project Financing previously approved by the Management Committee; and
(g) If if a sale or other commitment or disposition of Products or proceeds from the sale of Products by a either Participant upon distribution to it pursuant to Article XI 11 creates in a third party any other Person a security interest by Encumbrance in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement.
Appears in 1 contract
Sources: Joint Venture Agreement
Limitations on Free Transferability. The Transfer transfer right of a Participant Partner in Section 15.1 14.1 shall be subject to the following terms and conditions:: Venture Agreement RoS NV – Suriname Gold Company LLC 31
(a) No no transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets Interest shall have the rights of a Participant Partner unless and until the transferring Participant Partner has provided to the other Participants notice Partner Notice of the Transfertransfer, and except as provided in Sections 15.2(g) and 15.2(h), the transferee, as of the effective date of the Transfertransfer, has committed in writing to be bound by this Agreement agreement to the same extent and nature as the transferring ParticipantPartner;
(b) No no transfer permitted by this Article XV Section 14 shall relieve the transferring Participant Partner of its share of any liability, whether accruing before or after such Transfertransfer, which arises out of Operations conducted prior to such Transfertransfer;
(c) The neither Partner, without the consent of the other, shall make a transfer that would violate any Law, or result in the cancellation of any permits, licenses, or other similar authorizations;
(d) the transferring Participant Partner and the transferee shall bear all tax consequences of the Transfertransfer;
d(e) In such transfer shall be subject to a preemptive right in the other Partner as provided in Section 14.3;
(f) in the event of a Transfer transfer of less than all of a Participating Interest, the transferring Participant Partner and its transferee shall act and be treated as one Participant;
ePartner and shall be jointly and severally liable for all obligations of that Partner, and in such event in order for the transfer to be effective, the transferring Partner and its transferee shall provide written Notice to the non-transferring Partner designating a sole authorized agent to act on behalf of their collective Participating Interest. Such Notice shall provide that (i) No Participant shall Transfer any interest in the agent has the sole authority to act on behalf of, and to bind the transferring Partner and its transferee on all matters pertaining to this Agreement agreement or the Assets except Partnership, (ii) the notified Partner may rely on all decisions of, Notices and other communications from, and failures to respond by, the agent, as if given (or not given) by Transfer of part or the transferring Partner and its transferee; and (iii) all of its Participating Interest;
f) If decisions of, Notices and other communications from, and failures to respond by, the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate notified Partner to the terms of this Agreement and the rights and interests of the other Participants hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party agent shall be deemed to have assumed been given (or not given) to the position transferring Partner and its transferee;
(g) any transferee of Surgold’s Participating Interest shall be technically and financially competent, and acceptable to the NV 2, whose acceptance shall not be unreasonably withheld, conditioned or delayed;
(h) any transferee of the encumbering Participant with respect to this Agreement and the other Participants, and it shall comply with and be bound by the terms and conditions Participating Interest of this Agreement; and
g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such sale, commitment or disposition NV 2 shall be subject to the terms and conditions of this Agreementfinancially competent.
Appears in 1 contract
Limitations on Free Transferability. The Transfer right of a Participant to Transfer to any third party all or any part of its interest in Section 15.1 or to this Agreement, its Participating Interest, or the Assets as provided in this Article 15 shall be subject to the following terms and conditions:
(a) No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets shall have the rights of a Participant unless and until (1) the transferring Participant has provided to the other Participants Participant notice of the Transfer, Transfer and (2) except as provided in Sections 15.2(gSection 15.02(g) and 15.2(hSection 15.02(h), the transferee, as of the effective date of the this Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
(b) No transfer Participant, without the consent of the other Participant, shall make a Transfer which shall cause termination of the tax partnership established by the provisions of Section 4.02;
(c) No Transfer permitted by this Article XV 15 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
c(d) The As provided in Exhibit C, Article 4, the transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d(e) In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
e(f) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f(g) If the Transfer is the grant of a security interest by mortgage, deed of trust, mortgage, pledge, lien lien, or other encumbrance of any interest in this Agreement, any Participating Interest Interest, or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Participant hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other ParticipantsParticipant, and it shall comply with and be bound by the terms and conditions of this Agreement; and.
g(h) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI 11 creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment commitment, or disposition shall be subject to the terms and conditions of this Agreement; and
(i) If, contrary to Section 15.02(b), a Transfer is made which causes termination of the tax partnership established by Section 4.02, the transferring Participant shall indemnify, defend, and hold harmless the other Participant from and against any and all loss, cost, expense, or damage arising from such termination.
(j) Only United States currency shall be used for Transfers for consideration.
Appears in 1 contract
Limitations on Free Transferability. The Transfer right of a Participant in Section 15.1 14.1 shall be subject to the following terms and conditions:
a) 14.2.1. No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, and except as provided in Sections 15.2(g) 14.2.3 and 15.2(h)14.2.4, the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
b) 14.2.2. No transfer Transfer permitted by this Article XV 14 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
c) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d) 14.2.3. In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant;
e) No 14.2.4. Except as provided in Section 14.2.3, no Participant shall Transfer transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f) If 14.2.5. From the date of execution of this Agreement, if the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Participant hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other ParticipantsParticipant, and it shall comply with and be bound by the terms and conditions of this Agreement; and
g) 14.2.6. If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI 11Article 11 creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement.; and
Appears in 1 contract
Sources: Stillwater West PGM Venture Agreement (Idaho Consolidated Metals Corp)
Limitations on Free Transferability. The Transfer right of a Participant TREND or GENERAL MINERALS in Section 15.1 14.1 shall be subject to the following terms and conditions:
(a) A Party wishing to transfer an Interest shall promptly notify the other of its intentions, by written notice stating the price and other pertinent terms of the intended transfer and shall be accompanied by a copy of the offer or contract for sale.
(b) The other Party shall have thirty (30) days from the date of delivery of the notice to state whether it elects to acquire the offered Interest at the same price and on the same terms and conditions as set forth in the notice.
(c) If the other Party so elects, the transfer shall be consummated as promptly as possible after the election notice is delivered to the transferring Party.
(d) If the non-transferring Party does not so elect to exercise its right, the transferring Party shall have one hundred and eighty (180) days to consummate the proposed transaction with the third party on terms no less favourable that made to the non-transferring Party.
(e) If the transaction is not consummated within the said one hundred and eighty (180) days, the non-transferring Party's pre-emptive right shall be revived.
(f) Any transfer made without obtaining the non-transferring Party's waiver of such right or compliance with the subsections of this Section will be null and void.
(g) No transferee of all or any part of the interest Interest of a Participant in this Agreement, any Participating Interest, or the Assets Party shall have the rights of a Participant that Party unless and until the transferring Participant has provided to the other Participants notice of the Transfer, and except as provided in Sections 15.2(g) and 15.2(h), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement as if an original Party thereto to the same extent as the transferring Participant;Party.
b(h) No transfer Transfer permitted by this Article XV XIV shall relieve the transferring Participant Party of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
c(i) The transferring Participant Party and the transferee shall bear all tax consequences of the Transfer;
d(j) In the event of a Transfer of less than all of a Participating Party's Interest, the transferring Participant Party and its transferee shall act and be treated as one Participant;one.
e) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
f(k) If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Party's Interest or the Assets to secure a loan or other indebtedness of a Participant Party in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Party hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed subject to have assumed the position of the encumbering Participant with respect to pre-emptive right described in this Agreement and the other Participants, Article and it shall comply with and be bound by the terms and conditions of this Agreement; and.
g(l) If a No transfer, sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such sale, commitment or disposition shall be subject to in any way modify the terms and conditions of this Agreementnon-transferring rights in the Project.
Appears in 1 contract
Sources: Option Agreement (Trend Mining Corp)
Limitations on Free Transferability. The Transfer right of a Participant in Section 15.1 shall be subject to the following terms and conditions:
(a) No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, Interest in an Exploration or Production Area or the Assets shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, and except as provided in Sections 15.2(g) and 15.2(h), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement to the same extent as the transferring Participant;
(b) No transfer Transfer permitted by this Article XV shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
(c) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
(d) In the event of a Transfer of less than all of a Participating InterestInterest in an Area, the transferring Participant and its transferee shall act and be treated as one ParticipantParticipant with respect to such Area;
(e) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating InterestInterest in the Exploration or a Production Area, or both;
(f) If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest in an Area or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Participant hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position of the encumbering Participant with respect to this Agreement and the other ParticipantsParticipant, and it shall comply with and be bound by the terms and conditions of this Agreement; and;
(g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such salesales, commitment or disposition shall be subject to the terms and conditions of this Agreement;
(h) Only United States currency shall be used for Transfers for consideration; and
(i) Regardless of the number of Transfers, the total Net Smelter Returns interest available to be divided among all non-Participants pursuant to Section 6.4(b)(ii) or 6.5 hereof shall not exceed the Net Smelter Returns interest percentage determined under Section 6.4(b)(ii) or 6.5 at the time of its creation.
Appears in 1 contract
Limitations on Free Transferability. The Transfer right of a Participant Company or for OWNER in Section 15.1 11.1 shall be subject to the following terms and conditions:
a) A Party wishing to transfer an Interest shall promptly notify the other of its intentions, by written notice stating the price and other pertinent terms of the intended transfer and shall be accompanied by a copy of the offer or contract for sale.
b) The other Party shall have thirty (30) days from the date of delivery and receipt of the notice to state whether it elects to acquire the offered Interest at the same price and on the same terms and conditions as set forth in the notice.
c) If the other Party so elects, the transfer shall be consummated as promptly as possible after the election notice is delivered to the transferring Party.
d) If the non-transferring Party does not so elect to exercise its right, the transferring Party shall have one hundred and eighty (180) days to consummate the proposed transaction with the third party on terms no less favourable that made to the non-transferring Party.
e) If the transaction is not consummated within the said one hundred and eighty (180) days, the non-transferring Party’s pre-emptive right shall be revived.
f) Any transfer made without obtaining the non-transferring Party’s waiver of such right or compliance with the subsections of this Section will be null and void.
g) No transferee of all or any part of the interest Interest of a Participant in this Agreement, any Participating Interest, or the Assets Party shall have the rights of a Participant that Party unless and until the transferring Participant has provided to the other Participants notice of the Transfer, and except as provided in Sections 15.2(g) and 15.2(h), the transferee, as of the effective date of the Transfer, has committed in writing to be bound by this Agreement as if an original Party thereto to the same extent as the transferring Participant;Party.
bh) No transfer Transfer permitted by this Article XV Section shall relieve the transferring Participant Party of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;.
ci) The transferring Participant Party and the transferee shall bear all tax consequences of the Transfer;.
dj) In the event of a Transfer of less than all of a Participating Party’s Interest, the transferring Participant Party and its transferee shall act and be treated as one Participant;one.
e) No Participant shall Transfer any interest in this Agreement or the Assets except by Transfer of part or all of its Participating Interest;
fk) If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Party’s Interest or the Assets to secure a loan or other indebtedness of a Participant Party in a bona fide transaction, such security interest shall be subordinate to the terms of this Agreement and the rights and interests of the other Participants Party hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed subject to have assumed the position of the encumbering Participant with respect to pre-emptive right described in this Agreement and the other Participants, Article and it shall comply with and be bound by the terms and conditions of this Agreement; and.
gl) If a No transfer, sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such sale, commitment or disposition shall be subject to in any way modify the terms and conditions of this Agreementnon-transferring rights in the Property.
Appears in 1 contract
Sources: Exploration and Purchase Option Agreement (Trend Mining Co)
Limitations on Free Transferability. The Any Transfer right of a Participant in by either Member under Section 15.1 7.1 shall be subject to the following terms and conditionslimitations:
(a) Neither Member shall Transfer any beneficial interest in the Company (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Ownership Interest;
(b) No transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets Member’s Ownership Interest shall have the rights of a Participant Member unless and until the transferring Participant Member has provided to the other Participants Member notice of the Transfer, and and, except as provided in Sections 15.2(gSubsections 7.2(f) and 15.2(h7.2(g), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring ParticipantMember;
b(c) Neither Member, without the consent of the other Member, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization;
(d) No transfer Transfer permitted by this Article XV shall relieve the transferring Participant of its share Member of any liabilityliability of such transferring Member under this Agreement, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer;
c(e) The transferring Participant and the transferee Any Member that makes a Transfer that shall bear all tax consequences cause termination of the tax partnership established by Section 5.2 shall indemnify the other Member for, from and against any and all loss, cost, expense, damage, liability or claim therefore arising from the Transfer;, including without limitation any increase in taxes, interest and penalties or decrease in credits caused by such termination and any tax on indemnification proceeds received by the indemnified Member.
d(f) In the event of a Transfer of less than all of a Participating an Ownership Interest, the transferring Participant Member and its transferee shall act and be treated as one ParticipantMember under this Agreement; provided however, that in order for such Transfer to be effective, the transferring Member and its transferee must first:
(i) agree, as between themselves, that one of them is authorized to act as the sole agent (“Agent”) on their behalf with respect to all matters pertaining to this Agreement and the Company; and
(ii) notify the other Member of the designation of the Agent, and in such notice warrant and represent to the other Member that:
(A) the Agent has the sole authority to act on behalf of, and to bind, the transferring Member and its transferee with respect to all matters pertaining to this Agreement and the Company;
e(B) No Participant the other Member may rely on all decisions of, notices and other communications from, and failures to respond by, the Agent, as if given (or not given) by the transferring Member and its transferee; and
(C) all decisions of, notices and other communications from, and failures to respond by, the other Member to the Agent shall Transfer any interest in this Agreement be deemed to have been given (or not given) to the Assets except transferring Member and its transferee. The transferring Member and its transferee may change the Agent (but such replacement must be one of them) by Transfer of part or all of its Participating Interest;giving notice to the other Member, which notice must conform to Subsection 7.2(f)(ii).
f(g) If the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating an Encumbrance on an Ownership Interest or the Assets to secure a loan or other indebtedness of a Participant either Member in a bona fide transaction, other than a transaction approved unanimously by the Management Committee or Project Financing approved by the Management Committee, such security interest Encumbrance shall be subordinate granted only in connection with such Member’s financing payment or performance of that Member’s obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests of the other Participants Member hereunder. Upon Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance (“Chargee”) first enters into a written agreement with the other Member in form satisfactory to the other Member, acting reasonably, binding upon the Chargee, to the effect that:
(i) the Chargee shall not enter into possession or institute any proceedings for foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position partition of the encumbering Participant with respect to this Agreement Member’s Ownership Interest and the other Participants, and it shall comply with and be bound by the terms and conditions of this Agreement; and
g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to that such distribution, such sale, commitment or disposition Encumbrance shall be subject to the terms and conditions provisions of this Agreement;
(ii) the Chargee’s remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Member’s Ownership Interest to the other Member, or, failing such a sale, at a public auction to be held at least fifteen (15) days after prior notice to the other Member, such sale to be subject to the purchaser entering into a written agreement with the other Member whereby such purchaser assumes all obligations of the encumbering Member under the terms of this Agreement. The price of any preemptive sale to the other Member shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such preemptive sale shall occur within sixty (60) days of the Chargee’s notice to the other Member of its intent to sell the encumbering Member’s Ownership Interest. Failure of a sale to the other Member to close by the end of such period, unless failure is caused by the encumbering Member or by the Chargee, shall permit the Chargee to sell the encumbering Member’s Ownership Interest at a public sale; and
(iii) the charge shall be subordinate to any then-existing debt, including Project Financing previously approved by the Management Committee, encumbering the transferring Member’s Ownership Interest.
Appears in 1 contract
Limitations on Free Transferability. The Any Transfer right of a by either Participant in under Section 15.1 17.1 shall be subject to the following terms and conditionslimitations:
(a) No neither Participant shall Transfer any interest in this Agreement or the Assets (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Participating Interest;
(b) no transferee of all or any part of the interest of a Participant in this Agreement, any Participant's Participating Interest, or the Assets Interest shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participants Participant notice of the Transfer, and and, except as provided in Sections 15.2(gSubsections 17.2(f) and 15.2(h17.2(g), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by by:
(i) this Agreement to the same extent as the transferring Participant; and
(ii) if OTLLC holds Surface Access Rights in respect of any area of the Properties, such Surface Access Rights to the same extent as Entrée;
b(c) No transfer neither Participant, without the consent of the other Participant, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization;
(d) no Transfer permitted by this Article XV 17 shall relieve the transferring Participant of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such TransferTransfer or exists on the Effective Date;
c(e) The transferring Participant and the transferee shall bear all tax consequences of the Transfer;
d) In in the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant; provided however, that in order for such Transfer to be effective, the transferring Participant and its transferee must first:
(i) agree, as between themselves, that one of them is authorized to act as the sole agent ("Agent") on their behalf with respect to all matters pertaining to this Agreement and the Business; and
(ii) notify the other Participant of the designation of the Agent, and in such notice warrant and represent to other Participant that:
A. the Agent has the sole authority to act on behalf of, and to bind, the transferring Participant and its transferee with respect to all matters pertaining to this Agreement and the Business;
eB. the other Participant may rely on all decisions of, notices and other communications from, and failures to respond by, the Agent, as if given (or not given) No by the transferring Participant and its transferee; and
C. all decisions of, notices and other communications from, and failures to respond by, the other Participant to the Agent shall Transfer any interest in this Agreement be deemed to have been given (or not given) to the Assets except transferring Participant and its transferee. The transferring Participant and its transferee may change the Agent (but such replacement must be one of them) by Transfer of part or all of its Participating Interest;giving notice to the other Participant, which notice must conform to Subsection 17.2(e)(ii).
(f) If if the Transfer is the grant of an Encumbrance in a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a either Participant in a bona fide transaction, other than a transaction approved unanimously by the Management Committee or Project Financing approved by the Management Committee, such security interest Encumbrance shall be subordinate granted only in connection with such Participant's financing payment or performance of that Participant's obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests of the other Participants hereunderParticipant hereunder (including without limitation under Section 6.7). Upon Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance ("Chargee") first enter into a written agreement with the other Participant in form satisfactory to the other Participant, acting reasonably, binding upon the Chargee, to the effect that:
(i) the Chargee shall not enter into possession or institute any proceedings for foreclosure or other enforcement of rights in the security interest the acquiring third party shall be deemed to have assumed the position partition of the encumbering Participant with respect to this Agreement Participant's Participating Interest and the other Participants, and it shall comply with and be bound by the terms and conditions of this Agreement; and
g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to that such distribution, such sale, commitment or disposition Encumbrance shall be subject to the terms and conditions provisions of this Agreement.;
(ii) the Chargee's remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Participant's Participating Interest to the other Participant, or, failing such a sale, at a public auction to be held at least thirty (30) days after prior notice to the other Participant, such sale to be subject to the purchaser entering into a written agreement with the other Participant whereby such purchaser assumes all obligations of the encumbering Participant under the terms of this Agreement. The price of any pre-emptive sale to the other Participant shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such pre-emptive sale shall occur within sixty
Appears in 1 contract
Sources: Joint Venture Agreement
Limitations on Free Transferability. The Transfer transfer right of a Participant Partner in Section 15.1 14.1 shall be subject to the following terms and conditions:: Venture Agreement RoS NV – Suriname Gold 31 Company LLC
(a) No no transferee of all or any part of the interest of a Participant in this Agreement, any Participating Interest, or the Assets Interest shall have the rights of a Participant Partner unless and until the transferring Participant Partner has provided to the other Participants notice Partner Notice of the Transfertransfer, and except as provided in Sections 15.2(g) and 15.2(h), the transferee, as of the effective date of the Transfertransfer, has committed in writing to be bound by this Agreement agreement to the same extent and nature as the transferring ParticipantPartner;
(b) No no transfer permitted by this Article XV Section 14 shall relieve the transferring Participant Partner of its share of any liability, whether accruing before or after such Transfertransfer, which arises out of Operations conducted prior to such Transfertransfer;
(c) The neither Partner, without the consent of the other, shall make a transfer that would violate any Law, or result in the cancellation of any permits, licenses, or other similar authorizations;
(d) the transferring Participant Partner and the transferee shall bear all tax consequences of the Transfertransfer;
d(e) In such transfer shall be subject to a preemptive right in the other Partner as provided in Section 14.3;
(f) in the event of a Transfer transfer of less than all of a Participating Interest, the transferring Participant Partner and its transferee shall act and be treated as one Participant;
ePartner and shall be jointly and severally liable for all obligations of that Partner, and in such event in order for the transfer to be effective, the transferring Partner and its transferee shall provide written Notice to the non-transferring Partner designating a sole authorized agent to act on behalf of their collective Participating Interest. Such Notice shall provide that (i) No Participant shall Transfer any interest in the agent has the sole authority to act on behalf of, and to bind the transferring Partner and its transferee on all matters pertaining to this Agreement agreement or the Assets except Partnership, (ii) the notified Partner may rely on all decisions of, Notices and other communications from, and failures to respond by, the agent, as if given (or not given) by Transfer of part or the transferring Partner and its transferee; and (iii) all of its Participating Interest;
f) If decisions of, Notices and other communications from, and failures to respond by, the Transfer is the grant of a security interest by mortgage, deed of trust, pledge, lien or other encumbrance of any interest in this Agreement, any Participating Interest or the Assets to secure a loan or other indebtedness of a Participant in a bona fide transaction, such security interest shall be subordinate notified Partner to the terms of this Agreement and the rights and interests of the other Participants hereunder. Upon any foreclosure or other enforcement of rights in the security interest the acquiring third party agent shall be deemed to have assumed been given (or not given) to the position transferring Partner and its transferee;
(g) any transferee of Surgold’s Participating Interest shall be technically and financially competent, and acceptable to the NV 2, whose acceptance shall not be unreasonably withheld, conditioned or delayed;
(h) any transferee of the encumbering Participant with respect to this Agreement and the other Participants, and it shall comply with and be bound by the terms and conditions Participating Interest of this Agreement; and
g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by a Participant upon distribution to it pursuant to Article XI creates in a third party a security interest in Products or proceeds therefrom prior to such distribution, such sale, commitment or disposition NV 2 shall be subject to the terms and conditions of this Agreementfinancially competent.
Appears in 1 contract
Sources: Mineral Agreement