![]() WHEREAS, the Seller owns all of the limited liability company membership interests (" Membership Interests") in each of three Texas limited liability companies: EFR Alta Mesa LLC (formerly known as Mesteña Uranium, L.L.C.), Leoncito Plant, L.L.C., and Leoncito Project, L.L.C., (each a " Purchased Company" and together the " Purchased Companies") The Purchaser and enCore may be referred to herein collectively as the " enCore Parties" and individually as an " enCore Party." The Seller, the Purchaser, and enCore may be referred to herein collectively as the " Parties" and individually as a " Party." This Membership Interest Purchase Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this " Agreement") is dated as of November 13¸ 2022 (the " Execution Date"), by and among:ĮFR WHITE CANYON CORP., a Delaware corporation (the " Seller"),ĮNCORE ENERGY CORP., a British Columbia corporation (" enCore"), and ENCORE ENERGY US CORP., a Nevada corporation (the " Purchaser"). Section 11.09 No Third-Party Beneficiaries Section 11.03 Tax, Recording Fees, Similar Taxes & Fees Section 10.03 Purchase Consideration Allocation Section 9.04 Survivability Limitation on Actions Section 9.02 Indemnification by the enCore Parties Section 9.01 Indemnification by the Seller Section 7.03 Obligations of the Seller at the Closing Section 7.02 Obligations of the enCore Parties at the Closing Section 7.01 Time and Place of the Closing Section 6.03 Frustration of Closing Conditions Section 6.02 Seller's Conditions to Closing Section 6.01 enCore Parties' Conditions to Closing Section 5.18 TSX Venture Exchange Approval Section 5.17 Cooperation with Transfer of Assets Section 5.13 Efforts to Obtain Financing Cooperation. Section 5.12 Casualty Loss and Condemnation Section 5.11 Prepaid Expenses and Accrued Rental Liabilities Section 5.09 Payment of Slurry Payment Obligation Section 5.06 Non-Solicitation and Acquisition Proposals Section 5.05 Bonds, Letters of Credit and Guaranties Section 5.04 Operation of Business Pre-Closing Holding Costs Insurance Premium Loans Section 5.03 Public Announcements Confidentiality Section 4.06 Consents, Approvals or Waivers Section 4.03 Authorization and Enforceability REPRESENTATIONS AND WARRANTIES OF THE ENCORE PARTIES Section 3.23 Employment and Benefit Matters.ĪRTICLE IV. Section 3.20 Consents, Approvals or Waivers Section 3.12 Compliance with Laws Permits Section 3.10 Absence of Undisclosed Liabilities Section 3.08 Financial Information Accounts Receivable Section 3.03 Authorization and Enforceability Section 3.02 Organization and Qualification of Acquired Companies Section 3.01 Organization and Qualification of the Seller REPRESENTATIONS AND WARRANTIES OF THE SELLER Section 2.04 Transfer of Project Employees.ĪRTICLE III. Section 2.03 Compensation for Cash Collateral ![]() ![]() Section 2.01 Agreement to Purchase and Sell Membership Interests PURCHASE AND SALE OF MEMBERSHIP INTERESTS Section 1.02 References and Rules of ConstructionĪRTICLE II. EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 Energy Fuels Inc.: Exhibit 10.1 - Filed by ĪRTICLE I.
0 Comments
Leave a Reply. |