“Fort Capital” means Fort Capital Partners.
“Fort Capital Opinion” means the opinion of Fort Capital Partners to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Shareholders under the Agreement is fair, from a financial point of view, to the Shareholders (other than the Guarantor or its affiliates).
“Funding Loan” has the meaning given to it in the Plan of Arrangement.
“Good Industry Practice” means, in relation to any decision, action or undertaking, the exercise of that degree of diligence, skill, care, prudence, oversight, economy and stewardship which is commonly observed or would reasonably be expected to be observed by skilled and experienced professionals in the U.S. mining industry engaged in the same type of decision, action or undertaking under the same or similar circumstances.
“Good Mining Title” means that title which will allow the miner to explore, develop, mine or utilize, and transfer, all as allowed by state and federal law, the Unpatented Claims which are part of the Project Real Property with the reasonable expectation of being able to do so without interference by others claiming an interest in the Project Real Property.
“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, regional, county, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any statutory, regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.
“Guarantor” has the meaning given to it in the preamble to this Agreement.
“Hazardous Substances” means any element, waste, substance or material that is listed, defined, classified or otherwise regulated as toxic, hazardous, radioactive or flammable, or prohibited, by Environmental Laws, including pollutants, contaminants, chemicals, deleterious substances, dangerous goods, hazardous or industrial toxic wastes or substances, radioactive materials, flammable substances, explosives, petroleum and petroleum products, byproducts and derivatives, polychlorinated biphenyls, cyanide, hydrogen sulfide, arsenic, cadmium, lead and other metals, mercury, chlorinated solvents and asbestos.
“Historic Site” means a site listed or potentially eligible for listing under the United States National Historic Preservation Act of 1966, the United States Antiquities Act of 1906, or any similar state or local Law.
“HSR Act” means the United States Hart-Scott Rodino Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder.
“Indemnified Person” has the meaning set forth in Section 8.6(1).
“Intellectual Property” means domestic and foreign: (i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trademarks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) software; and (viii) any other intellectual property and industrial property.
“Interim Order” means the interim order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the