Common use of Closing Documentation Clause in Contracts

Closing Documentation. The Purchasers will have received from, or on behalf of, the Vendor the following closing documentation: (i) share certificates representing the Purchased Shares issued in the name of the Vendor, or duly executed share transfer forms in respect of the Purchased Shares held in book-entry form, in each case, duly endorsed for transfer to the Purchasers (or Affiliates of the Purchasers), as the Purchasers may direct, along with such documents necessary to transfer to the Purchasers, title to such Purchased Shares; (ii) certified copies of the resolutions of the directors of the Vendor approving this Agreement and the transfer of the Purchased Shares to the Purchasers (or Affiliates of the Purchasers), as the Purchasers may direct; (iii) a bring-down certificate of a director or officer of the Vendor, acting in their capacity as a director or officer, as applicable, of the Vendor and not in their personal capacity, certifying that: (A) to the Vendor’s knowledge, the representations and warranties of the Vendor set forth in Section 3.1 hereof are true, accurate, and correct in all material respects (other than such representations and warranties which are qualified by materiality, which representations and warranties are true, accurate and correct in all respects) as at the Closing Time and with the same effect as if made at and as of the Closing Time; and (B) the Vendor has performed, in all material respects, and executed and delivered, as applicable, all obligations, covenants and agreements required by it to be performed, executed and delivered, as applicable, hereunder at or before the Closing Time; and (iv) all other necessary consents, resolutions, approvals, waivers, including waivers of pre-emptive rights, and authorizations required to enable the transfer of the Purchased Shares to the Purchasers as provided for in this Agreement.

Closing Documentation. The Purchasers Vendor will have received on the Closing Date from, or on behalf of, the Vendor Purchasers the following closing documentation: (i) share certificates representing the Purchased Shares issued wire transfer(s) in the name of immediately available funds payable to the Vendor, or duly executed share transfer forms in respect of the Purchased Shares held in book-entry form, in each case, duly endorsed for transfer to the Purchasers (or Affiliates of the Purchasers), as the Purchasers Vendor may direct, along with such documents necessary to transfer to in the Purchasers, title to such Purchased Sharesamount of the Purchase Price; (ii) certified copies of the resolutions of the directors of the Vendor each Purchaser approving this Agreement and Agreement, the transfer purchase of the Purchased Shares and the payment of the Purchase Price to the Purchasers (or Affiliates of the Purchasers), as the Purchasers may direct;Vendor; and (iii) a bring-down certificate of a director or officer of each of the VendorPurchasers, acting in their capacity as a director or officer, as applicable, of the Vendor such Purchaser and not in their personal capacity, certifying that: (A) to the Vendor’s such Purchaser's knowledge, the representations and warranties of the Vendor such Purchaser set forth in Section 3.1 4.1 hereof are true, accurate, and correct in all material respects (other than such representations and warranties which are qualified by materiality, which representations and warranties are true, accurate and correct in all respects) as at the Closing Time and with the same effect as if made at and as of the Closing Time; and (B) the Vendor such Purchaser has performed, in all material respects, and executed and delivered, as applicable, all obligations, covenants and agreements required by it to be performed, executed and delivered, as applicable, hereunder at or before the Closing Time; and (iv) all other necessary consents, resolutions, approvals, waivers, including waivers of pre-emptive rights, and authorizations required to enable the transfer of the Purchased Shares to the Purchasers as provided for in this Agreement.

Closing Documentation. The Purchasers Vendor will have received from, or on behalf of, the Vendor Closing Date from the Purchaser the following closing documentation: (i) share certificates certificate(s) representing the Purchased Consideration Shares issued registered in the name of the Vendor, Vendor (or duly executed share transfer forms in respect an Affiliate of the Purchased Shares held in book-entry form, in each case, duly endorsed for transfer to the Purchasers (or Affiliates of the Purchasers)Vendor, as the Purchasers Vendor may direct, along with such documents necessary to transfer to the Purchasers, title to such Purchased Shares); (ii) certified copies share certificate(s) representing the Financing Shares registered in the name of the Vendor (or an Affiliate of the Vendor, as the Vendor may direct); (iii) warrant certificate(s) representing the Consideration Warrants registered in the name of the Vendor (or an Affiliate of the Vendor, as the Vendor may direct) in a form acceptable to the Vendor, acting reasonably; (iv) resolutions of the board of directors of the Company, signed by the Purchaser’s nominees thereto, authorizing the transfer of the Interest to the Purchaser, in such form as the Purchaser and Vendor shall agree, acting reasonably; (v) certified copy of a resolution of the directors of the Vendor Purchaser approving this Agreement Agreement, the Stock Split, the Concurrent Financing, the purchase of the Interest and the transfer issue of the Purchased Consideration Shares to the Purchasers (or Affiliates of the Purchasers), as the Purchasers may directand Consideration Warrants; (iiivi) a bring-down certificate of a director or an officer of the VendorPurchaser, acting in their his/her capacity as a director or officer, as applicable, officer of the Vendor Purchaser and not in their his personal capacity, certifying that: (A) certifying, to the Vendor’s knowledge, best of his/her knowledge that the representations and warranties of the Vendor Purchaser set forth in Section 3.1 hereof are true, accurate, and correct in all material respects (other than such representations and warranties which are qualified by materiality, which representations and warranties are true, accurate and correct in all respects) as at the Closing Time and with the same effect as if made at and as of the Closing Time; and (B) the Vendor has performed, Date in all material respects, and executed and deliveredcertifying that the Purchaser has fulfilled and/or performed, as applicablewhen required, all obligations, covenants and agreements required by it of its obligations contained in this Agreement to be performed, executed and delivered, as applicable, hereunder at fulfilled and/or performed on or before the Closing TimeDate; and (iv) all other necessary consents, resolutions, approvals, waivers, including waivers of pre-emptive rights, and authorizations required to enable the transfer of the Purchased Shares to the Purchasers as provided for in this Agreement.

Closing Documentation. The Purchasers Purchaser will have received from, or on behalf of, from the Vendor Sellers the following closing documentation: (i) share certificates representing the Purchased Shares issued such instruments or agreements of sale, transfer, conveyance, assignment or delivery, in the name of the Vendorregistrable form or otherwise, or duly executed share transfer forms in respect of the Purchased Shares held in book-entry formAssets that the Purchaser may reasonably require to effect the full and effective sale, in each casetransfer, duly endorsed for transfer conveyance, assignment or delivery thereof to the Purchasers (or Affiliates of the Purchasers), as the Purchasers may direct, along with such documents necessary to transfer to the Purchasers, title to such Purchased SharesPurchaser; (ii) certified copies copy of the resolutions a resolution of the directors of the Vendor Corporate Sellers approving this Agreement and the transfer and assignment to the Purchaser (or an Affiliate of the Purchased Shares to the Purchasers (or Affiliates of the Purchasers)Purchaser, as the Purchasers Purchaser may direct) of the right, title and interest in and to the Purchased Assets; (iii) a bring-down certificate of each Seller (or in the case of a director or Corporate Seller, of an officer of the VendorCorporate Sellers, acting in their his/her capacity as a director or officer, as applicable, officer of the Vendor Corporate Seller and not in their his/her personal capacity), certifying that: (A) certifying, to the Vendor’s knowledge, best of his knowledge that the representations and warranties of the Vendor such Seller set forth in Section 3.1 2.1 hereof are true, accurate, and correct in all material respects (other than such representations and warranties which are qualified by materiality, which representations and warranties are true, accurate and correct in all respects) as at the Closing Time and with the same effect as if made at and as of the Closing TimeDate, and certifying that such Seller has fulfilled and/or performed, when required, all of his or its obligations contained in this Agreement to be fulfilled and/or performed on or before the Closing Date; (iv) confirmation, satisfactory to the Purchaser, acting reasonably, that all necessary government filings reporting on assessment work completed in 2017 and 2018 in respect of the Horizon Property have been made; and (B) the Vendor has performed, in all material respects, and executed and delivered, as applicable, all obligations, covenants and agreements required by it to be performed, executed and delivered, as applicable, hereunder at or before the Closing Time; and (ivv) all other necessary consents, resolutions, approvals, waivers, including waivers of pre-emptive rights, and authorizations required to enable the transfer and assignment of the Purchased Shares Sellers right, title and interest in and to the Purchasers Purchased Assets to the Purchaser as provided for in this Agreement.; and

Closing Documentation. The Purchasers Purchaser will have received from, or on behalf of, from the Vendor Seller the following closing documentation: (i) share certificates representing the Purchased Shares issued such instruments or agreements of sale, transfer, conveyance, assignment or delivery, in the name of the Vendorregistrable form or otherwise, or duly executed share transfer forms in respect of the Purchased Shares held in book-entry formAssets that the Purchaser may reasonably require to effect the full and effective sale, in each casetransfer, duly endorsed for transfer conveyance, assignment or delivery thereof to the Purchasers (or Affiliates of the Purchasers), as the Purchasers may direct, along with such documents necessary to transfer to the Purchasers, title to such Purchased SharesPurchaser; (ii) certified copies copy of the resolutions a resolution of the directors of the Vendor Corporate Seller approving this Agreement and the transfer and assignment to the Purchaser (or an Affiliate of the Purchased Shares to the Purchasers (or Affiliates of the Purchasers)Purchaser, as the Purchasers Purchaser may direct) of the Corporate Sellers’ right, title and interest in and to the Purchased Assets; (iii) a bring-down certificate of each Seller (or in the case of a director or Corporate Seller, of an officer of the VendorCorporate Seller, acting in their his/her capacity as a director or officer, as applicable, officer of the Vendor Corporate Seller and not in their his/her personal capacity), certifying that: (A) certifying, to the Vendor’s knowledge, best of his knowledge that the representations and warranties of the Vendor such Seller set forth in Section 3.1 2.1 hereof are true, accurate, and correct in all material respects (other than such representations and warranties which are qualified by materiality, which representations and warranties are true, accurate and correct in all respects) as at the Closing Time and with the same effect as if made at and as of the Closing TimeDate, and certifying that such Seller has fulfilled and/or performed, when required, all of his or its obligations contained in this Agreement to be fulfilled and/or performed on or before the Closing Date; (iv) confirmation, satisfactory to the Purchaser, acting reasonably, that all necessary government filings reporting on assessment work completed in 2017 and 2018 in respect of the Horizon Property have been made; and (B) the Vendor has performed, in all material respects, and executed and delivered, as applicable, all obligations, covenants and agreements required by it to be performed, executed and delivered, as applicable, hereunder at or before the Closing Time; and (ivv) all other necessary consents, resolutions, approvals, waivers, including waivers of pre-emptive rights, and authorizations required to enable the transfer and assignment of the Purchased Shares Sellers’ right, title and interest in and to the Purchasers Purchased Assets to the Purchaser as provided for in this Agreement.; and

Closing Documentation. The Purchasers Purchaser will have received from, or on behalf of, from the Vendor Sellers the following closing documentation: (i) share certificates representing the Purchased Shares issued such instruments or agreements of sale, transfer, conveyance, assignment or delivery, in the name of the Vendorregistrable form or otherwise, or duly executed share transfer forms in respect of the Purchased Shares held in book-entry formAssets that the Purchaser may reasonably require to effect the full and effective sale, in each casetransfer, duly endorsed for transfer conveyance, assignment or delivery thereof to the Purchasers (or Affiliates of the Purchasers), as the Purchasers may direct, along with such documents necessary to transfer to the Purchasers, title to such Purchased SharesPurchaser; (ii) certified copies copy of the resolutions a resolution of the directors of the Vendor Corporate Sellers approving this Agreement and the transfer and assignment to the Purchaser (or an Affiliate of the Purchased Shares to the Purchasers (or Affiliates of the Purchasers)Purchaser, as the Purchasers Purchaser may direct) of the Corporate Sellers’ right, title and interest in and to the Purchased Assets; (iii) a bring-down certificate of each Seller (or in the case of a director or Corporate Seller, of an officer of the VendorCorporate Sellers, acting in their his/her capacity as a director or officer, as applicable, officer of the Vendor Corporate Seller and not in their his/her personal capacity), certifying that: (A) certifying, to the Vendor’s knowledge, best of his knowledge that the representations and warranties of the Vendor such Seller set forth in Section 3.1 2.1 hereof are true, accurate, and correct in all material respects (other than such representations and warranties which are qualified by materiality, which representations and warranties are true, accurate and correct in all respects) as at the Closing Time and with the same effect as if made at and as of the Closing TimeDate, and certifying that such Seller has fulfilled and/or performed, when required, all of his or its obligations contained in this Agreement to be fulfilled and/or performed on or before the Closing Date; (iv) confirmation, satisfactory to the Purchaser, acting reasonably, that all necessary government filings reporting on assessment work completed in 2017 and 2018 in respect of the Bonanza Property have been made; and (B) the Vendor has performed, in all material respects, and executed and delivered, as applicable, all obligations, covenants and agreements required by it to be performed, executed and delivered, as applicable, hereunder at or before the Closing Time; and (ivv) all other necessary consents, resolutions, approvals, waivers, including waivers of pre-emptive rights, and authorizations required to enable the transfer and assignment of the Purchased Shares Sellers’ right, title and interest in and to the Purchasers Purchased Assets to the Purchaser as provided for in this Agreement.; and