attention of that individual in sufficient detail and under circumstances in which a reasonable person would take cognisance of it.
“Law” means any law, statute, regulation, by-law, order, ruling, decision, arbitration award, judgment, decree, declaration, injunction, order in council, ordinance, treaty, proclamation, convention, rule or requirement of, and the terms of any permit issued by, any Governmental Authority, but in each case only to the extent of having the force of law.
“LCIA” has the meaning given in Section 9.2(a).
“Losses” means any losses, liabilities, damages or expenses (including legal fees and expenses of other advisors and experts on a full indemnity basis without reduction for tariff rates or similar reductions) whether resulting from an action, suit, application, proceeding, arbitration, claim or demand that is instituted or asserted by or against a third party, including a Governmental Authority, or a cause, matter, thing, act, omission or state of facts not involving a third party.
“Notice” has the meaning given in Section 10.1(a).
“Parties” means, collectively, the parties to this Agreement.
“Person” means an individual, legal personal representative, corporation, body corporate, firm, partnership, trust, trustee, syndicate, joint venture, unincorporated organisation or Governmental Authority.
“Purchase Price” means the total aggregate purchase price payable by US Purchaser to Kennecott for the Cortez Royalty hereunder, which is equal to US$ 525 million.
“Purchaser Parent” has the meaning given on page one of this Agreement.
“Purchaser Parties” has the meaning given on page one of this Agreement.
“Restricted Party” means a person, entity or government (a) specially designated under, or owned or controlled (directly or indirectly) by any person or entity specially designated under, any Sanctions; or (b) located or organised in any country or territory that is the target of country-wide Sanctions (currently Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic.
“Right of First Offer” means the right of first offer provided for in respect of the Cortez Royalty in section 7F(1) of the Cortez Royalty Agreement.
“Sanctions” means any applicable economic or financial sanctions, trade embargoes or export control laws or regulations, or restrictive measures (in each case having the force of law) enacted, administered, imposed or enforced by any U.S. Federal Governmental Authority (including the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Departments of State or Commerce), the United Nations Security Council, the European Union and its member states, Canada and/or the United Kingdom.
“Survival Period” means with respect to all warranties in Sections 5.1 and 5.2 and any actual or alleged breaches of the Cortez Royalty Agreement by Kennecott (or its predecessor in interest)