Common use of Property and Title Clause in Contracts

Property and Title. Applying customary standards in the Canadian mining industry, each of the Offeror, its Subsidiaries and its material joint ventures has sufficient title, clear of any title defect or Encumbrance (other than as Disclosed Publicly) to its operating properties and properties with estimated proven and probable mineral reserves and/or estimated mineral resources (other than property to which it is lessee, in which case it has a valid leasehold interest) and has good and sufficient title to the real property interests including, without limitation, fee simple estate of and in real property, leases, easements, rights of way, permits or licences from landowners or authorities permitting the use of land by the Offeror, its Subsidiaries and its material joint ventures necessary to permit the operation of their respective businesses as presently owned and conducted. The Offeror, its Subsidiaries and its material joint ventures hold all mineral rights required to continue their respective business and operations as currently conducted and as proposed to be conducted as Disclosed Publicly, except to the extent that a failure to do so would not constitute a Material Adverse Effect with respect to the Offeror. All mineral rights held by the Offeror, its Subsidiaries and its material joint ventures are free and clear of all Encumbrances and royalty burdens (other than as Disclosed Publicly), and none of such mineral rights are subject to reduction by reference to mine payout or otherwise except for those created in the ordinary course of business and which would not have a Material Adverse Effect with respect to the Offeror, except for such failures of title that would, individually or in the aggregate, not have a Material Adverse Effect with respect to the Offeror.

Property and Title. Applying customary standards in the Canadian mining industry, each of the OfferorCompany, its Subsidiaries and its material joint ventures has sufficient title, clear of any title defect or Encumbrance (other than as Disclosed Publicly) ), to its operating properties and properties with estimated proven and probable mineral reserves and/or estimated mineral resources (other than property to which it is lessee, in which case it has a valid leasehold interest) and has good and sufficient title to the real property interests including, without limitation, fee simple estate of and in real property, leases, easements, rights of way, permits or licences from landowners or authorities permitting the use of land by the OfferorCompany, its Subsidiaries and its material joint ventures necessary to permit the operation of their respective businesses as presently owned and conducted. The OfferorCompany, its Subsidiaries and its material joint ventures hold all mineral rights required to continue their respective business and operations as currently conducted and as proposed to be conducted as Disclosed Publicly, except to the extent that a failure to do so would not constitute a Material Adverse Effect with respect to the OfferorCompany. All mineral rights held by the OfferorCompany, its Subsidiaries and its material joint ventures are free and clear of all Encumbrances and royalty burdens (other than as Disclosed Publicly), and none of such mineral rights are subject to reduction by reference to mine payout or otherwise except for those created in the ordinary course of business and which would not have a Material Adverse Effect with respect to the OfferorCompany, except for such failures of title that would, individually or in the aggregate, not have a Material Adverse Effect with respect to the OfferorCompany.

Property and Title. Applying customary standards in the Canadian mining industry, each of the OfferorViceroy, its Subsidiaries material subsidiaries and its material joint ventures has sufficient title, clear of any title defect or Encumbrance Liens (other than as Disclosed Publicly) ), to its operating properties and properties with estimated proven and probable mineral reserves and/or estimated mineral resources (other than property to which it is lessee, in which case it has a valid leasehold interest) and has good and sufficient title to the real property interests including, without limitation, fee simple estate of and in real property, leases, easements, rights of way, permits or licences from landowners or authorities permitting the use of land by the OfferorViceroy, its Subsidiaries material subsidiaries and its material joint ventures necessary to permit the operation of their respective businesses as presently owned and conducted. The OfferorViceroy, its Subsidiaries material subsidiaries and its material joint ventures hold all mineral rights required to continue their respective business and operations as currently conducted and as proposed to be conducted as Disclosed Publicly, except to the extent that a failure to do so would not constitute a Material Adverse Effect with respect to the OfferorViceroy. All mineral rights held by the OfferorViceroy, its Subsidiaries material subsidiaries and its material joint ventures are free and clear of all Encumbrances Liens and royalty burdens (other than as Disclosed Publicly), and none of such mineral rights are subject to reduction by reference to mine payout or otherwise except for those created in the ordinary course of business and which would not have a Material Adverse Effect with respect to the OfferorViceroy, except for such failures of title that would, individually or in the aggregate, not have a Material Adverse Effect with respect to the OfferorViceroy.