Common use of Additional Conditions Precedent to the Obligations of Acquiror Clause in Contracts

Additional Conditions Precedent to the Obligations of Acquiror. The obligations of Acquiror to complete the transactions contemplated by this Agreement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Acquiror and may be waived by Acquiror in whole or in part at any time): (a) all covenants of Target under this Agreement to be performed on or before the Effective Date which have not been waived by Acquiror shall have been duly performed by Target in all material respects, and Acquiror shall have received a certificate of Target addressed to Acquiror and dated the Effective Date, signed on behalf of Target by a senior executive officer of Target (on Target behalf and without personal liability), confirming the same as at the Effective Date; (b) all representations and warranties of Target set forth in this Agreement shall be true and correct in all respects as of the Effective Date as though made on and as of the Effective Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Target; and Acquiror shall have received a certificate of Target addressed to Acquiror and dated the Effective Date, signed on behalf of Target by a senior executive officer of Target (on Target's behalf and without personal liability), confirming the same as at the Effective Date; (c) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public) any Material Adverse Effect in respect of Target, and Target shall have provided to Acquiror a certificate of a senior executive officer of Target certifying the same as at the Effective Date; (d) holders of no more than 5% of the Target Shares shall have exercised Dissent Rights (and not withdrawn such exercise) and Acquiror shall have received a certificate of a senior executive officer of Target confirming the same as at the Effective Date; and (e) the Key Third Party Consents shall have been obtained.

Additional Conditions Precedent to the Obligations of Acquiror. The obligations of Acquiror to complete the transactions contemplated by this Agreement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Acquiror and may be waived by Acquiror in whole or in part at any time): (a) all covenants of Target under this Agreement to be performed on or before the Effective Date Time which have not been waived by Acquiror shall have been duly performed by Target in all material respects, and Acquiror shall have received a certificate of Target addressed to Acquiror and dated the Effective Date, signed on behalf of Target by a senior executive officer of Target (on Target Target’s behalf and without personal liability), confirming the same as at the Effective DateTime; (b) all representations and warranties of Target (i) set forth in Section 3.1(e) shall be true and correct in all respects as of the Effective Time as though made at and as of the Effective Time (except for those representations and warranties in Section 3.1(e) made as of a specified date, the accuracy of which shall be determined as of that specified date), and (ii) otherwise set forth in this Agreement shall be true and correct in all respects as of the Effective Date Time as though made on and as of the Effective Date Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except except, in the case of clause (ii), where any failure or failures of any such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Target; and Acquiror shall have received a certificate of Target addressed to Acquiror and dated the Effective Date, signed on behalf of Target by a senior executive officer of Target (on Target's ’s behalf and without personal liability), confirming the same as at the Effective DateTime; (c) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public) any Material Adverse Effect in respect of Target, and Target shall have provided to Acquiror a certificate of a senior executive officer of Target certifying the same as at the Effective DateTime; (d) holders of no more than 510% of the Target Shares shall have exercised Dissent Rights (and not withdrawn such exercise) and Acquiror shall have received a certificate of a senior executive officer of Target confirming the same as at the Effective DateTime; and (e) the Key Third Party Consents shall have been obtained.

Additional Conditions Precedent to the Obligations of Acquiror. The obligations of Acquiror to complete the transactions contemplated by this Agreement are subject to the fulfillment of each of the following conditions precedent on at or before the Effective Date Time or such other time as specified below (each of which is for the exclusive benefit of Acquiror and may be waived by Acquiror in whole or in part at any time): (a) all covenants of Target Company under this Agreement to be performed on or before the Effective Date which have not been waived by Acquiror shall have been duly performed by Target Company in all material respects, and Acquiror shall have received a certificate of Target Company addressed to Acquiror and dated the Effective Date, signed on behalf of Target Company by a senior executive officer of Target Company (on Target Company's behalf and without personal liability), confirming the same as at the Effective DateTime; (b) all representations and warranties of Target set forth in this Agreement (i) each Company Fundamental Representation shall be true and correct in all respects (other than for de minimis inaccuracies) as of the Effective Date Time as though made on and as of the Effective Date Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), (ii) all other representations and warranties of Company shall be true and correct as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such other representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Targetin respect of Company (and, for this purpose, any reference to "Material", "Material Adverse Effect" or any other concept of materiality in such representations and warranties shall be ignored); and (iii) Acquiror shall have received a certificate of Target Company addressed to Acquiror and dated the Effective Date, signed on behalf of Target Company by a senior executive officer of Target Company (on TargetCompany's behalf and without personal liability), confirming the same as at the Effective DateTime; (c) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public) any Material Adverse Effect in respect of TargetCompany, and Target Company shall have provided to Acquiror a certificate of a senior executive officer of Target Company certifying the same as at the Effective DateTime; (d) holders of no Shareholders shall not have exercised their Dissent Rights in connection with the Arrangement with respect to more than 510% of the Target Shares Common Shares; (e) all regulatory approvals and all other third party consents, waivers, permits, orders and approvals that are set out in Schedule G hereto shall have exercised Dissent Rights (and not withdrawn such exercise) and been obtained on terms acceptable to Acquiror shall have received a certificate of a senior executive officer of Target confirming the same as at the Effective Dateacting reasonably; and (ef) the Key Third Party Consents no Governmental Entity in British Columbia or Alberta shall have delivered written notice or any other written communication to the Company or Acquiror or any of their Representatives pursuant to which it indicates that such Governmental Entity has concluded that it is reasonably likely to revoke, withdraw, modify in a materially adverse manner or cancel any Tenure which is material (individually or in the aggregate) as a result of the completion of the Arrangement, or has made a public announcement to the same effect, which notice, written communication or announcement has not been obtainedwithdrawn or cancelled by five Business days prior to the Outside Date.

Additional Conditions Precedent to the Obligations of Acquiror. The obligations of Acquiror to complete the transactions contemplated by this Agreement are shall also be subject to the fulfillment of each of the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Acquiror and may be waived by Acquiror in whole or in part at any timeAcquiror): (a) all covenants of Target under this Agreement to be performed on or before the Effective Date Time which have not been waived by Acquiror shall have been duly performed by Target in all material respects, and Acquiror shall have received a certificate of Target addressed to Acquiror and dated the Effective DateTime, signed on behalf of Target by a two senior executive officer officers of Target (on Target Target’s behalf and without personal liability), confirming the same as at the Effective Date; (b) all representations and warranties of Target set forth in this Agreement shall be true and correct in all respects respects, without regard to any materiality or Material Adverse Effect qualifications contained in them as of the Effective Date Time, as though made on and as of the Effective Date Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any all such representations and warranties (other than those contained in Sections 3.1(c), 3.1(d) and 3.1(g) to be so true and correct in all respects would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on TargetTarget (it being a separate condition that the representations and warranties of Target made in Sections 3.1(c), 3.1(d) and 3.1(g) must be accurate in all respects when made and, except as contemplated by this Agreement, on and as of the Effective Time, as though made on and as of the Effective Time); and Acquiror shall have received a certificate of Target addressed to Acquiror and dated the Effective DateTime, signed on behalf of Target by a two senior executive officer officers of Target (on Target's ’s behalf and without personal liability), confirming the same as at the Effective Date; (c) since the date of this Agreement, there shall not have occurred, occurred or have been disclosed to Acquiror or the public (public, if previously undisclosed to Acquiror or the public) , any event, occurrence, development or circumstance that, individually or in the aggregate has had or would reasonably be expected to have a Material Adverse Effect in respect of on Target, and Target shall have provided to Acquiror a certificate of a senior executive officer of Target certifying the same as at the Effective Date; (d) the Target Board shall not have made a Change in Recommendation; and (e) holders of no more than 5% of the Target Shares shall have exercised Dissent Rights (Rights. The foregoing conditions will be for the sole benefit of Acquiror and not withdrawn such exercise) and may be waived by Acquiror shall have received a certificate of a senior executive officer of Target confirming the same as in whole or in part at the Effective Date; and (e) the Key Third Party Consents shall have been obtainedany time.

Additional Conditions Precedent to the Obligations of Acquiror. The obligations of Acquiror to complete the transactions contemplated by this Agreement are shall also be subject to the fulfillment of each of the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Acquiror and may be waived by Acquiror in whole or in part at any timeAcquiror): (a) all covenants of Target Xxxxxx under this Agreement to be performed on or before the Effective Date Time which have not been waived by Acquiror shall have been duly performed by Target Xxxxxx in all material respects, and Acquiror shall have received a certificate of Target Xxxxxx addressed to Acquiror and dated the Effective DateTime, signed by two executive officers on behalf of Target by a senior executive officer of Target Xxxxxx (on Target Claude’s behalf and without personal liability), confirming the same as at the Effective Date; (b) all representations and warranties of Target Xxxxxx set forth in this Agreement that are qualified by the expression “Material Adverse Effect” shall be true and correct in all respects as of the Effective Date respects, as though made on and as of the Effective Date Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such and all other representations and warranties to made by Xxxxxx in this Agreement that are not so qualified shall be so true and correct in all material respects would not, individually or in as of the aggregate, reasonably Effective Date as if made on and as of such date (except for representations and warranties made as of a specified date the accuracy of which shall be expected to have a Material Adverse Effect on Targetdetermined as of that specified date); and Acquiror shall have received a certificate of Target Xxxxxx addressed to Acquiror and dated the Effective DateTime, signed on behalf of Target Xxxxxx by a senior two executive officer officers of Target Xxxxxx (on Target's Claude’s behalf and without personal liability), confirming the same as at the Effective Date; (c) the Key Third Party Consents shall have been obtained; (d) since the date of this Agreement, there shall not have occurredoccurred any event, occurrence, development or circumstance that, individually or in the aggregate has had or would reasonably be expected to have been disclosed to the public (if previously undisclosed to the public) any a Material Adverse Effect in respect of Target, and Target shall have provided to Acquiror a certificate of a senior executive officer of Target certifying the same as at the Effective Dateon Xxxxxx; (de) there shall be no B/A advances outstanding under the credit agreement among Claude, certain subsidiaries of Claude and The Bank of Nova Scotia dated September 18, 2015; (f) all charges registered in relation to the royalty granted to each of (i) Red Mile Resources No. 7 Limited Partnership pursuant to the Royalty Agreement dated December 28, 2005 and (ii) Red Mile Resources No. 8 Limited Partnership pursuant to the Royalty Agreement dated December 22, 2006, shall have been discharged; and (g) holders of no more than 57% of the Target Claude Shares shall have exercised Dissent Rights (Rights. The foregoing conditions will be for the sole benefit of Acquiror and not withdrawn such exercise) and Acquiror shall have received a certificate of a senior executive officer of Target confirming the same as may be waived by them in whole or in part at the Effective Date; and (e) the Key Third Party Consents shall have been obtainedany time.