Enertopia Corporation: Exhibit 10.1 - Filed by newsfilecorp.com


    

    
        
            

        

    

    

    
        
            

        

    

    

    
        

    

    

    
        

    

    

    
        

    

    

    
        

    

    

    
        

    

    

    
        

    

    

    
        

    

    

    
        

    

    

    
        

    

    

    
        

    

    

    
        

    

    

    
        

    

    

    
        


        
            The Royalty Holder shall have the right to Transfer or encumber, in whole or in part, its rights and obligations under this Agreement to another Person upon the delivery to the Owner of thirty · Business Days prior written notice, during this thirty business day period the Owner with have the right of first refusal to purchase in cash by matching the same bonafide 3rd party offer. In such a case, provided that such other Person has agreed to be bound by such transferred or encumbered obligations under this Agreement, the Royalty Holder shall be released from such transferred obligations under this Agreement.

            6.3 Project Financing or Lease Financing of the Owner

            The Owner covenants to and in favour ofthe Royalty Holder that the terms ofany project financing or Lease Financing arranged with respect to the Property shall not allow for the lenders to prohibit or interfere with any Royalty payments due to the Royalty Holder hereunder or allow for cash sweeps or payments of excess cash flow to the lenders in priority to any Royalty payments due to the Royalty Holder hereunder. In connection with any such project financing or Lease Financing the Owner shall obtain at the closing of such project financing or Lease Financing a certificate executed by an authorized officer ofeach lending institution or any other third party to the project financing or Lease Financing, acknowledging the validity and existence ofthis Agreement and the Royalty obligations under this Agreement and agreeing that it will not object to or attempt to prohibit payment of any ofthe payments ofthe Royalty hereunder.

            ARTICLE 7

            DISPUTE RESOLUTION

            7.1 Arbitration

            In the event ofa dispute in relation to this Agreement, including without limitation, the existence, validity, performance, breach or termination hereof or any matter arising hereunder, including whether any matter is subject to arbitration, the Parties agree to negotiate diligently and in good faith in an attempt to resolve such dispute. Failing resolution satisfactory to either Party, within ten days of the time frame specified herein or if no time frame is specified within ten days of the delivery ofnotice by either Party ofthe said dispute, which shall be after the dispute remains open for a period of90 days, either Party may request that the dispute be resolved by binding arbitration, conducted in English, in Reno, Nevada, pursuant to the domestic commercial arbitration rules of the State ofNevada. In accordance with its Domestic Commercial Arbitration Rules ofProcedure, subject to the following:

            (a) To demand arbitration either Party (the "Demanding Party") shall give written notice (the "Dispute Notice") to the other Party (the "Responding Party"), which Dispute Notice shall toll the running of any applicable limitations of actions by law or under this Agreement. The Dispute Notice shall specify the nature ofthe allegation and the issues in dispute, the amount or value involved (ifapplicable) and the remedy requested. Within 21 Business Days of receipt of the Dispute Notice, the Responding Party shall answer the demand in writing, responding to the allegations and issues that are disputed.

            (b) The Demanding Party and the Responding Party shall mutually agree upon one single qualified arbitrator, within seven Business Days ofthe Responding Party's answer, failing