EVENT HAS OCCURRED WHICH
WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD CONSTITUTE SUCH A DEFAULT AND ALL
SUCH CONTRACTS, AGREEMENTS AND ARRANGEMENTS ARE IN GOOD STANDING;
(P)
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS DULY AND IN A TIMELY
MANNER FILED ALL TAX RETURNS THAT ARE REQUIRED TO BE FILED BY THEM AND ALL SUCH
TAX RETURNS ARE CORRECT OR COMPLETE IN ALL RESPECTS; AND, TO THE KNOWLEDGE OF
THE COMPANY AND EXCEPT AS DISCLOSED IN SCHEDULE 5.1(P), THERE ARE NO AUDITS OF
THE TAX RETURNS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES BY ANY AUTHORITY
PENDING AND THERE ARE NO OUTSTANDING CLAIMS OR LIENS FOR TAXES ON THE ASSETS OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES;
(Q)
EXCEPT AS DISCLOSED IN SCHEDULE 5.1(Q), THERE IS NO CONTRACT TO
WHICH THE COMPANY OR ITS SUBSIDIARIES IS A PARTY OR BY WHICH ANY OF THEM OR
THEIR RESPECTIVE PROPERTIES OR ASSETS ARE BOUND THAT (A) IF TERMINATED, WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY; OR (B)
IS A CONTRACT THAT CONTAINS ANY NON-COMPETITION OBLIGATIONS OR OTHERWISE
RESTRICTS IN ANY MATERIAL WAY THE BUSINESS OF THE COMPANY OR ITS SUBSIDIARIES;
(R)
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS PERFORMED IN ALL
MATERIAL RESPECTS ALL RESPECTIVE OBLIGATIONS REQUIRED TO BE PERFORMED BY THEM TO
DATE UNDER ANY MATERIAL CONTRACTS AND ARE NOT, AND ARE NOT TO THE KNOWLEDGE OF
THE COMPANY, ALLEGED TO BE IN BREACH OR DEFAULT IN ANY MATERIAL RESPECT
THEREUNDER;
(S)
EXCEPT AS DISCLOSED IN SCHEDULE 5.1(S), NEITHER THE COMPANY NOR
ITS SUBSIDIARIES ARE PARTIES TO, BOUND BY OR SUBJECT TO ANY DEBT INSTRUMENT, OR
ANY AGREEMENT, CONTRACT OR COMMITMENT TO CREATE, ASSUME OR ISSUE ANY DEBT
INSTRUMENT;
(T)
THE AUDITED FINANCIAL STATEMENTS AND THE UNAUDITED FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ("GAAP") APPLIED ON A BASIS CONSISTENT WITH THOSE OF PRECEDING FISCAL
PERIODS (EXCEPT THAT THE UNAUDITED FINANCIAL STATEMENTS DO NOT CONTAIN ALL OF
THE FOOTNOTES THAT WOULD BE REQUIRED BY GAAP AND HAVE BEEN PREPARED IN
ACCORDANCE WITH THE RULES OF THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION PERTAINING TO CONDENSED INTERIM STATEMENTS) AND THE
14
STATEMENTS PRESENT FAIRLY THE ASSETS, LIABILITIES AND FINANCIAL CONDITION OF THE
COMPANY AS AT THE DATES AND FOR THE PERIODS INDICATED IN SUCH FINANCIAL
STATEMENTS;
(U)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS BEEN IN
MATERIAL VIOLATION OF ANY ENVIRONMENTAL LAWS OR PERMITS AND THERE ARE NO ORDERS,
RULINGS OR DIRECTIVES ISSUED, PENDING OR, TO THE KNOWLEDGE OF THE COMPANY,
THREATENED AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES UNDER OR PURSUANT TO
ANY ENVIRONMENTAL LAWS;
(V)
THE COMPANY AND ITS 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 ITS EXISTING PROPERTIES UNDER VALID, SUBSISTING AND ENFORCEABLE TITLE
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