Common use of Project Property Clause in Contracts

Project Property. 6.1 Except to the extent set out in paragraph 2 , labelled “Mining Rights” and paragraph 3, labelled “Access Rights”, of the Disclosure Letter, the MineCos are collectively the legal and beneficial holders of a one hundred percent (100%) interest in the Project Real Property, free of any Encumbrance (other than any Permitted Encumbrance). 6.2 Except to the extent set out in paragraph 2, labelled “Mining Rights” and paragraph 3, labelled “Access Rights”, of the Disclosure Letter, the ProjectCo and Magazynskraal MineCo are the lawful holders and sole beneficial owners of the Mining Rights and so far as the Seller Group Members are aware, no other Person is claiming to be entitled to a mining or prospecting right in respect of all or part of the Mining Areas and there is no dispute between the ProjectCo, IBMR MineCo, Magazynskraal MineCo, the DMR or the Minister of Mineral Resources, Mining Titles Office or any third party regarding the grant or registration of the Mining Rights or notarial deeds of amendment or cessions relating to the Mining Rights. 6.3 Except to the extent set out in paragraph 2, labelled “Mining Rights”, of the Disclosure Letter in respect only of the IBMR Mining Right and the Richtrau Mining Right, the Mining Rights and each other Material Project Authorization are in good standing under the MPRDA, the Mining Charter and any other applicable regulations, have been fully and effectively acquired and are, to the knowledge of each Seller Group Member not liable to suspension, cancellation or forfeiture for any reason and, they are not aware of any circumstances which may give rise to such suspension, cancellation or forfeiture. 6.4 Except to the extent set out in paragraph 3, labelled “Access Rights”, of the Disclosure Letter, the MineCos have complied with all Applicable Laws in respect of the relevant Project Property in all material respects and all fees (including annual fees per hectare and state inspection fees), rents, rates, royalties (including statutory royalty and landowner’s royalty), taxes and other similar payments due and payable in respect of all of the Mining Rights have been paid. 6.5 That none of the Project Entities, the Guarantors or the MineCos are engaged in any litigation, arbitration or other proceeding concerning any of the Project Property and no Project Entity, Guarantor or MineCo is aware of any pending or threatened litigation, arbitration or other proceeding concerning the Project Property, which if successful would materially affect the operation of the Project or which has an amount in dispute in excess of [***] (or its equivalent in other currencies). 6.6 Except to the extent set out in paragraph 3, labelled “Access Rights”, of the Disclosure Letter, to the knowledge of each of the Seller Group Members there is no basis for any claim adverse to the right, title and interest of any Seller Group Member to the Project Real Property. 6.7 Apart from the Existing Stream Agreements, the Anglo Agreement or further to any Senior Financing, as required by Applicable Law or otherwise as permitted in this Agreement, there are no agreements, arrangements, understandings, rights or options to acquire or purchase any of the Project Property or any portion thereof or any interest therein (including any Encumbrance) or any claim to any royalty or other interest in any of the Project Property or production therefrom and no person other than the Seller and the MineCos (as applicable) and the Purchaser, has any right, title, interest or claim whatsoever in the Project Property or in production from the Project Property. 6.8 Except to the extent set out in paragraph 2, labelled “Mining Rights”, of the Disclosure Letter in respect only of the IBMR Mining Right and the Richtrau Mining Right, the MineCos hold all Material Project Authorizations, Mining Rights required from any Governmental Body to own their interest in the relevant Project Property, to conduct the then-current Mining Operations on the relevant Project Property, and to access the relevant Project Property. 6.9 Except to the extent set out in paragraph 3, labelled “Access Rights”, of the Disclosure Letter, each MineCo has full and continuous access to the Project Property for the performance of its exploration, development, expansion, construction, operation and mining and related works on such Project Property, in each case, as required in order to ensure that the Project is constructed, developed and operated in accordance with the Mine Plan, and no event of default exists (and, to the knowledge of each Seller Group Member, no other circumstances exist which constitute or (with the giving of notice, lapse of time, determination of materiality, or the fulfilment of any other condition or any combination of the foregoing) would constitute a default) under the arrangements governing such rights of access to such Project Property. 6.10 To the Seller Group Members’ knowledge, except to the extent set out in paragraph 4, labelled “Occupiers on the Farm Wilgespruit 2 JQ”, of the Disclosure Letter, no Seller Group Member or any of their respective Affiliates is party to any material disputes or material disturbances relating to the Project or resulting from Mining Operations involving local communities. 6.11 All relocation agreements required in order to enable ProjectCo to have unhindered access to the Mining Area are in full force and effect and unconditional in accordance with their terms.

Project Property. 6.1 Except to the extent set out in paragraph 2 2, labelled “Mining Rights” and paragraph 3, labelled “Access Rights”, of the Disclosure Letter, the MineCos are collectively the legal and beneficial holders of a one hundred percent (100%) interest in the Project Real Property, free of any Encumbrance (other than any Permitted Encumbrance). 6.2 Except to the extent set out in paragraph 2, labelled “Mining Rights” and paragraph 3, labelled “Access Rights”, of the Disclosure Letter, the ProjectCo and Magazynskraal MineCo are the lawful holders and sole beneficial owners of the Mining Rights and so far as the Seller Group Members are aware, no other Person is claiming to be entitled to a mining or prospecting right in respect of all or part of the Mining Areas and there is no dispute between the ProjectCo, IBMR MineCo, Magazynskraal MineCo, the DMR or the Minister of Mineral Resources, Mining Titles Office or any third party regarding the grant or registration of the Mining Rights or notarial deeds of amendment or cessions relating to the Mining Rights. 6.3 Except to the extent set out in paragraph 2, labelled “Mining Rights”, of the Disclosure Letter in respect only of the IBMR Mining Right and the Richtrau Mining Right, the Mining Rights and each other Material Project Authorization are in good standing under the MPRDA, the Mining Charter and any other applicable regulations, have been fully and effectively acquired and are, to the knowledge of each Seller Group Member not liable to suspension, cancellation or forfeiture for any reason and, they are not aware of any circumstances which may give rise to such suspension, cancellation or forfeiture. 6.4 Except to the extent set out in paragraph 3, labelled “Access Rights”, of the Disclosure Letter, the MineCos have complied with all Applicable Laws in respect of the relevant Project Property in all material respects and all fees (including annual fees per hectare and state inspection fees), rents, rates, royalties (including statutory royalty and landowner’s royalty), taxes and other similar payments due and payable in respect of all of the Mining Rights have been paid. 6.5 That none of the Project Entities, the Guarantors or the MineCos are engaged in any litigation, arbitration or other proceeding concerning any of the Project Property and no Project Entity, Guarantor or MineCo is aware of any pending or threatened litigation, arbitration or other proceeding concerning the Project Property, which if successful would materially affect the operation of the Project or which has an amount in dispute in excess of [***] (or its equivalent in other currencies). 6.6 Except to the extent set out in paragraph 3, labelled “Access Rights”, of the Disclosure Letter, to the knowledge of each of the Seller Group Members there is no basis for any claim adverse to the right, title and interest of any Seller Group Member to the Project Real Property. 6.7 Apart from the Existing Stream Agreements, the Anglo Agreement or further to any Senior Financing, as required by Applicable Law or otherwise as permitted in this Agreement, there are no agreements, arrangements, understandings, rights or options to acquire or purchase any of the Project Property or any portion thereof or any interest therein (including any Encumbrance) or any claim to any royalty or other interest in any of the Project Property or production therefrom and no person other than the Seller and the MineCos (as applicable) and the Purchaser, has any right, title, interest or claim whatsoever in the Project Property or in production from the Project Property. 6.8 Except to the extent set out in paragraph 2, labelled “Mining Rights”, of the Disclosure Letter in respect only of the IBMR Mining Right and the Richtrau Mining Right, the MineCos hold all Material Project Authorizations, Mining Rights required from any Governmental Body to own their interest in the relevant Project Property, to conduct the then-current Mining Operations on the relevant Project Property, and to access the relevant Project Property. 6.9 Except to the extent set out in paragraph 3, labelled “Access Rights”, of the Disclosure Letter, each MineCo has full and continuous access to the Project Property for the performance of its exploration, development, expansion, construction, operation and mining and related works on such Project Property, in each case, as required in order to ensure that the Project is constructed, developed and operated in accordance with the Mine Plan, and no event of default exists (and, to the knowledge of each Seller Group Member, no other circumstances exist which constitute or (with the giving of notice, lapse of time, determination of materiality, or the fulfilment of any other condition or any combination of the foregoing) would constitute a default) under the arrangements governing such rights of access to such Project Property. 6.10 To the Seller Group Members’ knowledge, except to the extent set out in paragraph 4, labelled “Occupiers on the Farm Wilgespruit 2 JQ”, of the Disclosure Letter, no Seller Group Member or any of their respective Affiliates is party to any material disputes or material disturbances relating to the Project or resulting from Mining Operations involving local communities. 6.11 All relocation agreements required in order to enable ProjectCo to have unhindered access to the Mining Area are in full force and effect and unconditional in accordance with their terms.