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1. Parties: Identification of the vendor and purchaser, including full legal names and addresses
2. Background: Context of the transaction, including brief description of the mineral rights and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including technical mining terms and legal concepts
4. Purchase and Sale: Core transaction terms including the mineral rights being sold and purchase price
5. Purchase Price and Payment: Details of consideration, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before closing, including regulatory approvals
7. Representations and Warranties of Vendor: Vendor's confirmations regarding title, rights, and status of the mineral rights
8. Representations and Warranties of Purchaser: Purchaser's confirmations regarding authority and ability to complete the transaction
9. Covenants: Ongoing obligations of the parties before and after closing
10. Closing: Mechanics of closing, including deliverables and timing
11. Indemnification: Rights and obligations regarding compensation for losses or breaches
12. Confidentiality: Obligations regarding non-disclosure of transaction and proprietary information
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate provisions including governing law, assignment, and amendments
1. Environmental Matters: Specific provisions regarding environmental liabilities and obligations - include when significant environmental concerns exist
2. Indigenous Rights: Provisions regarding Indigenous consultation and rights - include when mineral rights affect Indigenous territories
3. Royalty Provisions: Details of any retained royalty interests - include when royalties are part of the transaction
4. Surface Rights: Provisions regarding surface access rights - include when surface rights are included in the transaction
5. Tax Matters: Specific tax structuring provisions - include for complex tax situations
6. Joint Operating Provisions: Terms for joint operation - include when parties will continue joint operations
7. Transition Services: Provisions for post-closing transition support - include when operational handover is complex
1. Schedule A - Property Description: Detailed legal description of the mineral rights and properties included
2. Schedule B - Permitted Encumbrances: List of permitted liens, encumbrances, and other title restrictions
3. Schedule C - Outstanding Authorizations: List of required permits, licenses, and regulatory approvals
4. Schedule D - Related Agreements: List of material contracts affecting the mineral rights
5. Schedule E - Environmental Reports: List of environmental studies and assessments
6. Schedule F - Form of Transfer Documents: Forms of specific transfer documents required for closing
7. Schedule G - Royalty Agreement: Form of royalty agreement if applicable
8. Schedule H - Disclosure Schedule: Vendor's specific disclosures against representations and warranties
Mining
Natural Resources
Energy
Oil & Gas
Metals & Minerals
Environmental Services
Indigenous Services
Legal Services
Financial Services
Legal
Mining Operations
Environmental
Finance
Business Development
Corporate Development
Indigenous Relations
Regulatory Compliance
Land Administration
Risk Management
Project Management
Mining Executive
General Counsel
Legal Counsel
Mining Engineer
Geologist
Environmental Manager
Land Manager
Chief Financial Officer
Business Development Manager
Compliance Officer
Indigenous Relations Manager
Operations Director
Project Manager
Risk Manager
Transaction Manager
Corporate Secretary
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