Common use of Compliance Verification and Continued Access Clause in Contracts

Compliance Verification and Continued Access. (1) During the Interim Period, the Selling Companies shall cause the Acquired Companies to permit the Purchaser, through its agents and representatives, to have full access to the Acquired Companies, the Assets and the Books and Records for the purposes of, among other things, (i) verifying the compliance of the Selling Companies with their respective representations, warranties and covenants hereunder, (ii) exercising its rights hereunder, (iii) studying and making plans for future activities and expenditures relating to the Project, and (iv) ensuring a speedy and efficient post-Closing integration of the Acquired Companies. The Selling Companies agree to cause the Acquired Companies to permit the inspection of the Assets prior to the Time of Closing by such Governmental Bodies as the Purchaser may reasonably require upon reasonable prior notice. Such investigations and inspections shall not, however, affect or mitigate the representations and warranties of the Selling Companies hereunder, which shall continue in full force and effect. The Purchaser shall endeavour to ensure that all such access, investigations and inspections will be conducted in a commercially reasonable manner. (2) The Selling Companies will use reasonable commercial efforts to deliver all material original minute books, share registers and other similar corporate records of the Acquired Companies to the Purchaser at the Closing and all other material Books and Records to the Purchaser within ten Business Days after Closing. The Selling Companies may at their own cost retain a copy of the Books and Records so delivered. The Purchaser will preserve the Books and Records so delivered for a period of six years from the Closing Date, or for such longer period as is required by any Applicable Law, and will permit the Selling Companies and their authorized representatives reasonable access thereto in connection with the affairs of the Selling Companies.

Compliance Verification and Continued Access. (1) During the Interim Period, to the extent permitted by the terms of the Shareholders’ Agreement, the Selling Companies shall cause use reasonable commercial efforts to obtain the Acquired Companies consents necessary in accordance with the Shareholders’ Agreement to permit the Purchaser, through its agents agents, representatives and representativesadvisors, to have full such access to the Acquired CompaniesMinera, the Assets and the Books and Records as is afforded to the Selling Companies in accordance with the terms of the Shareholders’ Agreement for the purposes of, among other things, (ia) completing a thorough due diligence review and investigation of Minera, the Business and the Assets, (b) verifying the compliance of the Selling Companies with their respective representations, warranties and covenants hereunder, (iic) exercising its rights hereunder, (iiid) studying and making plans for future activities and expenditures relating to the ProjectBusiness, and (ive) ensuring a speedy and efficient post-Closing closing integration of the Acquired CompaniesPurchaser’s acquired interest in Minera. The Subject to, and to the extent permitted by, the terms of the Shareholders’ Agreement, each of the Selling Companies agree agrees to use reasonable commercial efforts to cause the Acquired Companies Minera to permit the inspection of the its Assets prior to the Time of Closing by such Governmental Bodies as the Purchaser may reasonably require upon reasonable prior notice. Such investigations and inspections shall not, however, affect or mitigate the representations and warranties of the Selling Companies hereunder, which shall continue in full force and effect. The Purchaser shall endeavour to ensure that all such access, investigations and inspections will be conducted in a commercially reasonable manner. (2) The Selling Companies will use reasonable commercial efforts to deliver all material original minute books, share registers and other similar corporate records of the Acquired Companies to the Purchaser at the Closing and all other material Books and Records to the Purchaser within ten Business Days after Closing. The Selling Companies may at their own cost retain a copy of the Books and Records so delivered. The Purchaser will preserve the Books and Records so delivered for a period of six years from the Closing Date, or for such longer period as is required by any Applicable Law, and will permit the Selling Companies and their authorized representatives reasonable access thereto in connection with the affairs of the Selling Companies.

Compliance Verification and Continued Access. (1) During the Interim Period, the Selling Teck Companies shall cause the Acquired Companies Minera to permit the PurchaserKinross Companies, through its agents their agents, representatives and representativesadvisors, to have full access to the Acquired CompaniesMinera, the Assets and the Books and Records for the purposes of, among other things, (ia) verifying the compliance of the Selling Teck Companies with their respective representations, warranties and covenants hereunder, (iib) exercising its rights hereunder, (iiic) studying and making plans for future activities and expenditures relating to the ProjectBusiness, and (ivd) ensuring a speedy and efficient post-Closing closing integration of the Acquired CompaniesMinera. The Selling Teck Companies agree to cause the Acquired Companies Minera to permit the inspection of the its Assets prior to the Time of Closing Date by such Governmental Bodies Bodies, and the Kinross Companies to make such enquiries of Governmental Bodies, as the Purchaser Kinross Companies may reasonably require upon reasonable prior noticenotice to the Teck Companies. Such investigations and inspections shall not, however, affect or mitigate the representations and warranties of the Selling Teck Companies hereunder, which shall continue in full force and effect. The Purchaser Kinross Companies shall endeavour to ensure that all such access, investigations and inspections will be conducted in a commercially reasonable manner. (2) The Selling Companies manner and will use reasonable commercial efforts to deliver all material original minute books, share registers and other similar corporate records of the Acquired Companies not be unreasonably disruptive to the Purchaser at Business or operations of Minera or the Closing and all other material Books and Records to the Purchaser within ten Business Days after Closing. The Selling Companies may at their own cost retain a copy of the Books and Records so delivered. The Purchaser will preserve the Books and Records so delivered for a period of six years from the Closing Date, or for such longer period as is required by any Applicable Law, and will permit the Selling Companies and their authorized representatives reasonable access thereto in connection with the affairs of the Selling Teck Companies.