Mining and Environmental Matters. (a) the Company and the Material Subsidiaries are in material compliance with all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (the “Environmental Laws”); (b) the Company and the Material Subsidiaries have, collectively, obtained all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the businesses carried on or proposed to be commenced by the Company and the Material Subsidiaries, and each Environmental Permit is valid, subsisting and in good standing and neither the Company nor any of the Material Subsidiaries is in material default or breach of any Environmental Permit and, to the best of the knowledge of the Company, no proceeding is pending or threatened to revoke or limit any Environmental Permit; (c) neither the Company nor any of the Material Subsidiaries has used, except in material compliance with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance; (d) neither the Company nor any of the Material Subsidiaries nor, if applicable, to the knowledge of the Company, any predecessor company, has received any notice of or been prosecuted for an offence alleging non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Company nor any of the Material Subsidiaries nor, if applicable, to the knowledge of the Company, any predecessor company has settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or any of its Material Subsidiaries, nor has the Company or any of its Material Subsidiaries received notice of any of the same; (e) there have been no past unresolved, and there are no pending or threatened claims, complaints, notices or requests for information received by the Company with respect to any alleged material violation of any law, statue, order, regulation, ordinance or decree; and to the best of the Company’s knowledge, information and belief, no conditions exist at, on or under any property now or previously owned, operated or leased by the Company which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statue, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any adverse effect with respect to the Company and the Material Subsidiaries, taken as a whole; (f) except as ordinarily or customarily required by applicable permit, neither the Company nor any of the Material Subsidiaries has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws. Neither the Company nor any of the Material Subsidiaries has received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites; (g) the Company and its Material Subsidiaries are the absolute legal and beneficial owners of, and have good and marketable title to, all of the material property or assets thereof as described in the Company’s Information Record, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those described in the Company’s Information Record, and no other property rights are necessary for the conduct of the business of the Company and its Material Subsidiaries (taken as a whole) as currently conducted or contemplated to be conducted; the Company knows of no claim or basis for any claim that might or could adversely affect the right of the Company and its Material Subsidiaries to use, transfer or otherwise exploit such property rights; and, except as disclosed in the Company’s Information Record, the Company and its Material Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof; (h) the Company and its Material Subsidiaries hold either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located in respect of the ore bodies and minerals located in properties in which the Company and its Material Subsidiaries have an interest as described in the Company’s Information Record under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and its Material Subsidiaries to explore the minerals relating thereto; all such property, leases or claims and all property, leases or claims in which the Company or its Material Subsidiaries have any interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; the Company or its Material Subsidiaries have all necessary surface rights, access rights and other necessary rights and interest relating to the properties in which the Company or its Material Subsidiaries have an interest as described in the Company’s Information Record granting the Company or its Material Subsidiaries the right and ability to explore for minerals for development purposes as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the use made by the Company or its Material Subsidiaries of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above are currently in good standing in the name of the Company or its Material Subsidiaries; (i) any and all of the agreements and other documents and instruments pursuant to which the Company and its Material Subsidiaries hold their property and assets (including any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Company and its Material Subsidiaries are not in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. None of the properties (or any interest in, or right to earn an interest in, any property) of the Company and its Material Subsidiaries are subject to any right of first refusal or purchase or acquisition rights which are not disclosed in the Company’s Information Record; (j) there are no claims with respect to native rights currently or, to the best knowledge of the Company, pending or threatened with respect to any of the material properties of the Company or the Material Subsidiaries (k) all mining operations on the properties of the Company and the Material Subsidiaries have been conducted in all respects in accordance with good mining and engineering practices and all applicable material workers' compensation and health and safety and workplace laws, regulations and policies have been complied with; (l) except as disclosed in the Company’s Information Record, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or any of the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company in the ordinary course; and (m) the Company is in material compliance with the provisions of National Instrument 43-101–Standards of Disclosure for Mineral Projects, and has filed all required technical reports required thereby.
Appears in 1 contract
Mining and Environmental Matters. Except as set forth on Schedule 4.12:
(a) and except for fully paid, discharged and settled citations and notices of violation issued by MSHA, the Alabama Surface Mining Commission or the Alabama Department of Environmental Management, each Company is and has been during the Material Subsidiaries are ▇▇▇▇ Ownership Period and, to the Shareholders’ Knowledge, prior to the ▇▇▇▇ Ownership Period, in material compliance with all applicable federal, provincial, state, municipal Mining Law and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (the “applicable Environmental Laws”)Law;
(b) each Company has obtained, and is in material compliance with, all Environmental or Mining Permits required for the Company conduct of its business and operations as currently conducted, and the Material Subsidiaries haveownership, collectivelyoccupation, obtained all material licences, permits, approvals, consents, certificates, registrations operation and use of its Leased Real Property and other authorizations under property, all applicable such Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the businesses carried on or proposed to be commenced by the Company and the Material Subsidiaries, and each Environmental Permit is valid, subsisting Mining Permits are valid and in good standing and neither the Company nor any applications for renewal of the Material Subsidiaries is in material default or breach of any Environmental Permit and, to the best of the knowledge of the Company, no proceeding is pending or threatened to revoke or limit any Environmental Permitsuch Permits have been submitted on a timely basis;
(c) neither the Company nor any of the Material Subsidiaries has used, except in material compliance with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leasedthere are no pending nor, to generatethe Shareholders’ Knowledge, manufacturethreatened Environmental Claims or other actions to deny, processrevoke or terminate any Environmental or Mining Permits possessed or applied for by any Company, distributeand, useto the Shareholders’ Knowledge, treatthere has not been any such Environmental Claim during the ▇▇▇▇ Ownership Period and, storeto the Shareholders’ Knowledge, dispose of, transport or handle any Hazardous Substanceprior to the ▇▇▇▇ Ownership Period;
(d) neither to the Company nor Shareholders’ Knowledge, there are no polychlorinated biphenyls or any of asbestos or asbestos containing materials located on, under or within the Material Subsidiaries norLeased Real Property, if applicableand, to the knowledge of the CompanyShareholders’ Knowledge, no Company sells or has sold any predecessor company, has received product containing asbestos or that utilizes or incorporates asbestos containing materials in any notice of or been prosecuted for an offence alleging non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Company nor any of the Material Subsidiaries nor, if applicable, to the knowledge of the Company, any predecessor company has settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or any of its Material Subsidiaries, nor has the Company or any of its Material Subsidiaries received notice of any of the sameway;
(e) there have been no past unresolved, and there are no Company has received any pending Environmental Claim or threatened claims, complaints, notices or requests for information received by the Company with respect to any alleged material violation notice of any law, statue, order, regulation, ordinance or decree; and to the best of the Company’s knowledge, information and belief, no conditions exist at, on or under any property now or previously owned, operated or leased by the Company which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statue, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any adverse effect with respect to the Company and the Material Subsidiaries, taken as a wholecurrently threatened Environmental Claim;
(f) except as ordinarily or customarily required by applicable permitduring the ▇▇▇▇ Ownership Period and, neither to the Shareholders’ Knowledge, prior to the ▇▇▇▇ Ownership Period, no Company nor has agreed, and no Company is currently subject, to any of the Material Subsidiaries has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action outstanding Order under any Environmental Laws. Neither the Company nor any of the Material Subsidiaries has received any request for information in connection with any federal, state, municipal Law or local inquiries as to disposal sitesMining Law;
(g) to the Company and its Material Subsidiaries are Shareholders’ Knowledge, during the absolute legal and beneficial owners of, and have good and marketable title to, all of the material property or assets thereof as described in the Company’s Information Record, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those described in the Company’s Information Record, and no other property rights are necessary for the conduct of the business of the Company and its Material Subsidiaries (taken as a whole) as currently conducted or contemplated to be conducted; the Company knows of no claim or basis for any claim that might or could adversely affect the right of the Company and its Material Subsidiaries to use, transfer or otherwise exploit such property rights; ▇▇▇▇ Ownership Period and, except as disclosed in the Company’s Information Record, the Company and its Material Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the Shareholders’ Knowledge, prior to the ▇▇▇▇ Ownership Period, there has been no Release or threatened Release of any Hazardous Materials at any property rights thereofcurrently owned, leased, controlled or operated by any Company in a manner that would reasonably be expected to result in material Liability under any Environmental Law or Mining Law;
(h) during the ▇▇▇▇ Ownership Period and, to the Shareholders’ Knowledge, prior to the ▇▇▇▇ Ownership Period, no Company has owned, leased or conducted operations at any location other than the Leased Real Property and its Material Subsidiaries hold either freehold titlethose locations referenced in Schedule 4.12(h);
(i) no Leased Real Property is listed or, mining leasesto the Shareholders’ Knowledge, mining is proposed to be listed on the National Priorities List, the Comprehensive Environmental Response, Compensation, and Liability Information System or the National Corrective Action Priority System;
(j) to the Shareholders’ Knowledge, no Person, including any employee, has impaired health as the result of the operations of any Company or any Release from or on any land, building or other improvement owned, leased, controlled or used in the operation of any Company, other than with respect to impaired health documented by workers’ compensation claims or other conventional propertyoccurring or resulting from the Ordinary Course of Business;
(k) to the Shareholders’ Knowledge, proprietary no underground storage tanks are or contractual interests have ever been located on the Leased Real Property;
(l) the Shareholders have caused the Companies to provide or rightsmake available to Buyer copies of all documents, recognized records and written information in the jurisdiction Companies’ possession or control concerning Environmental Conditions or potential liability under Environmental Laws or Mining Laws, including previously conducted Environmental assessments, compliance audits, asbestos surveys and documents regarding any Releases at, upon or from the Leased Real Property, and Environmental and Mining agency reports and correspondence;
(m) all Reclamation performed by or on behalf of any Company during the ▇▇▇▇ Ownership Period and, to the Shareholders’ Knowledge, prior to the ▇▇▇▇ Ownership Period, has been performed in which all material respects in a particular property is located manner and to the standards that a prudent person with the requisite skill and experience engaged in respect surface mining would perform such reclamation and meets in all material respects the requirements of the ore bodies applicable Mining Permit and minerals located any associated mine reclamation plan approved by the Surface Mining Commission. The liability amounts for mine closing and reclamation obligations recorded on the Interim Financial Statements is, to the Shareholders’ Knowledge, equal to or in properties in which excess of the Company and its Material Subsidiaries have an interest as described in amount of such obligations, determined on the basis of such Company’s Information Record under valid, subsisting actual historic reclamation and enforceable title documents or other recognized closure costs and enforceable agreements or instruments, sufficient to permit currently planned mine life. All reclamation bonds affecting the Company and its Material Subsidiaries to explore the minerals relating thereto; all such property, leases or claims and all property, leases or claims in which the Company or its Material Subsidiaries have any interest or right Companies’ operations have been validly located and recorded approved as adequate by the required Governmental Authorities to complete Reclamation in accordance with all applicable laws Permits and are valid and subsisting; the Company or its Material Subsidiaries have all necessary surface rights, access rights and other necessary rights and interest relating to the properties in which the Company or its Material Subsidiaries have an interest as described in the Company’s Information Record granting the Company or its Material Subsidiaries the right and ability to explore for minerals for development purposes as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the use made by the Company or its Material Subsidiaries of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above are currently in good standing in the name of the Company or its Material SubsidiariesLaws;
(in) any and all to the Shareholders’ Knowledge, none of the agreements and other documents and instruments pursuant to which the Company and its Material Subsidiaries hold their property and assets (including any interest inLeased Real Property constitutes tribal lands, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, the Company and its Material Subsidiaries are not in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. None of the properties (or any interest in, or right to earn an interest in, any property) of the Company and its Material Subsidiaries are land subject to any right treatment as a National Heritage Area, burial lands or cemeteries, land where the Companies’ valid existing rights as defined by the Surface Mining Control and Reclamation Act of first refusal or purchase or acquisition rights which are not disclosed in the Company’s Information Record;
1977, as amended (j) there are no claims with respect to native rights currently or“SMCRA”), to the best knowledge of the Company, pending or threatened with respect to any of the material properties of the Company or the Material Subsidiaries
(k) all mining operations on the properties of the Company and the Material Subsidiaries have been conducted in all respects in accordance with good mining and engineering practices and all applicable material workers' compensation and health and safety and workplace lawschallenged, regulations and policies lands that have been complied with;
(l) except challenged as disclosed in or declared unsuitable for mining under SMCRA or lands designated as critical habitat under the Company’s Information Record, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or any of the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company in the ordinary courseEndangered Species Act; and
(mo) to the Company is Shareholders’ Knowledge, none of the Leased Real Property has any pre-historic or historic archeological sites that could reasonably be expected to impede the use of the Leased Real Property in material compliance with the provisions of National Instrument 43-101–Standards of Disclosure for Mineral Projects, and has filed all required technical reports required therebymanner in which the Companies have historically used the Leased Real Property.
Appears in 1 contract
Sources: Share and Membership Interest Purchase Agreement (Nacco Industries Inc)
Mining and Environmental Matters. Notwithstanding any other representation or warranty contained in this Article IV, the representations and warranties contained in this Section 4.12 and Sections 4.6, 4.7, 4.8, 4.11 and 4.14 constitute the sole and exclusive representations and warranties of the Seller on behalf of the Company relating to compliance with or Liability under any Mining Law, Environmental Law, Releases of Hazardous Materials and any other Environmental matters. Except as set forth on Schedule 4.12:
(a) to the Seller’s knowledge and except as may be due solely to the action or omission to act of the Buyer, the Company is and the Material Subsidiaries are has been in material compliance with all applicable federalMining and Environmental Laws since September 30, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (the “Environmental Laws”)2020;
(b) to the Seller’s Knowledge, the Company has obtained and is in material compliance with, except as may be due solely to the action or omission to act of the Buyer, all Environmental or Mining Permits required for the conduct of its business and operations, and the Material Subsidiaries haveownership, collectivelyoccupation, obtained all material licences, permits, approvals, consents, certificates, registrations operation and use of its Real Property and other authorizations property, under all applicable Mining or Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the businesses carried on or proposed to be commenced by the Company and the Material SubsidiariesLaw, and each all such Environmental Permit is valid, subsisting or Mining Permits are valid and in good standing standing;
(c) there are no pending nor, to the Seller’s Knowledge, threatened Environmental Claims or other actions to deny, revoke or terminate any Environmental or Mining Permits possessed or applied for by the Company, and neither there has not been any such Environmental Claim since September 30, 2020;
(d) to Seller’s Knowledge, there are no polychlorinated biphenyls, per-and polyfluoroalkyl substances or any asbestos or asbestos containing materials located on or within the Real Property or any real property formerly owned, leased or operated by Company, and the Company nor any of its predecessors sells or has sold any product containing asbestos or that utilizes or incorporates asbestos containing materials in any way;
(e) the Material Subsidiaries is in material default Company has not received any pending Environmental Claim or breach notice of any currently threatened Environmental Permit andClaim;
(f) the Company has not agreed to nor is it subject to any outstanding Order under any Environmental or Mining Law;
(g) to Seller’s Knowledge, there has been no Release or threatened Release of any Hazardous Materials at the Real Property or any real property formerly owned, leased or operated by Company in a manner that would reasonably be expected to result in Liability under any Environmental or Mining Law;
(h) no Real Property or any real property formerly owned, leased or operated by Company is listed or, to the best of Seller’s Knowledge, is proposed to be listed on the knowledge of National Priorities List, the CompanyComprehensive Environmental Response, no proceeding is pending Compensation, and Liability Information System or threatened to revoke or limit any Environmental Permitthe National Corrective Action Priority System;
(ci) neither the Company nor Seller has no information indicating that any Person, including any employee, may have impaired health, as the result of the Material Subsidiaries has used, except in material compliance with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;
(d) neither the Company nor any of the Material Subsidiaries nor, if applicable, to the knowledge of the Company, any predecessor company, has received any notice of or been prosecuted for an offence alleging non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and neither the Company nor any of the Material Subsidiaries nor, if applicable, to the knowledge of the Company, any predecessor company has settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets operations of the Company or any of its Material SubsidiariesRelease from or on any land, nor has building or other improvement owned, leased or used in the Company or any of its Material Subsidiaries received notice of any operation of the sameCompany;
(ej) there have been no past unresolved, and there are no pending or threatened claims, complaints, notices or requests for information received by the Company with respect to any alleged material violation of any law, statue, order, regulation, ordinance or decree; and to the best of the CompanySeller’s knowledge, information and beliefKnowledge, no conditions exist at, underground storage tanks are or have ever been located on the Real Property or under any real property now or previously formerly owned, leased or operated or leased by the Company which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statue, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any adverse effect with respect to the Company and the Material Subsidiaries, taken as a wholeCompany;
(fk) except as ordinarily or customarily required by applicable permit, neither the Company nor any of the Material Subsidiaries has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws. Neither the Company nor any of the Material Subsidiaries has received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites;
Seller’s Knowledge (gi) the Company and its Material Subsidiaries are the absolute legal and beneficial owners of, and have good and marketable title to, has all of the material property Permits required under any Mining or assets thereof as described in the Company’s Information Record, free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than those described in the Company’s Information Record, and no other property rights Environmental Laws that are necessary for the conduct of the business Company’s operations at the Real Property and for any alterations or improvements at the Real Property; (ii) any applications for renewal of such Permits have been submitted on a timely basis; and (iii) no changes to the terms or conditions of such Permits will be required in connection with the consummation of the Company and its Material Subsidiaries transactions contemplated hereby; and
(taken as a wholel) as currently conducted or contemplated to be conducted; the Seller has caused the Company knows to provide to Buyer copies of no claim or basis for any claim that might or could adversely affect the right of the Company all documents, records and its Material Subsidiaries to use, transfer or otherwise exploit such property rights; and, except as disclosed information in the Company’s Information Recordpossession or control concerning Environmental Conditions or potential liability under Environmental or Mining Laws, the Company and its Material Subsidiaries have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof;
(h) the Company and its Material Subsidiaries hold either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located in respect of the ore bodies and minerals located in properties in which the Company and its Material Subsidiaries have an interest as described in the Company’s Information Record under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and its Material Subsidiaries to explore the minerals relating thereto; all such property, leases or claims and all property, leases or claims in which the Company or its Material Subsidiaries have any interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; the Company or its Material Subsidiaries have all necessary surface rights, access rights and other necessary rights and interest relating to the properties in which the Company or its Material Subsidiaries have an interest as described in the Company’s Information Record granting the Company or its Material Subsidiaries the right and ability to explore for minerals for development purposes as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the use made by the Company or its Material Subsidiaries of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above are currently in good standing in the name of the Company or its Material Subsidiaries;
(i) any and all of the agreements and other documents and instruments pursuant to which the Company and its Material Subsidiaries hold their property and assets (including any interest inpreviously conducted Environmental assessments, compliance audits, asbestos surveys and documents regarding any Releases at, upon or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with from the terms thereof, the Company and its Material Subsidiaries are not in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. None of the properties (Real Property or any interest inreal property formerly owned, leased or right to earn an interest in, any property) of the Company and its Material Subsidiaries are subject to any right of first refusal or purchase or acquisition rights which are not disclosed in the Company’s Information Record;
(j) there are no claims with respect to native rights currently or, to the best knowledge of the operated by Company, pending or threatened with respect to any of the material properties of the Company or the Material Subsidiaries
(k) all mining operations on the properties of the Company and the Material Subsidiaries have been conducted in all respects in accordance with good mining Environmental and engineering practices Mining agency reports and all applicable material workers' compensation and health and safety and workplace laws, regulations and policies have been complied with;
(l) except as disclosed in the Company’s Information Record, there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or any of the Material Subsidiaries except for ongoing assessments conducted by or on behalf of the Company in the ordinary course; and
(m) the Company is in material compliance with the provisions of National Instrument 43-101–Standards of Disclosure for Mineral Projects, and has filed all required technical reports required therebycorrespondence.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Advanced Emissions Solutions, Inc.)