Common use of Conditions in Favour of the Buyer Clause in Contracts

Conditions in Favour of the Buyer. The obligation of the Buyer to pay the Purchase Price to the Seller shall be subject to the following: (i) the Buyer shall have received all documents set out in Schedule E and all conditions set out in Schedule E shall have been satisfied; (ii) all of the representations and warranties made by the Seller Entities pursuant to the Transaction Documents shall be true and accurate in all respects as if made on and as of the Effective Date; (iii) no Event of Default or Material Adverse Effect shall have occurred and be continuing; (iv) no event which with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing; (v) all of the conditions precedent to the completion of the Acquisition pursuant to the Acquisition Agreement (other than payment of the funds required to complete the Acquisition) shall have been satisfied or, in the case of conditions precedent in favour of the Seller, with the prior written consent of the Buyer (which shall not be unreasonably withheld), waived; (vi) all of the conditions precedent to the funding pursuant to the Facility Agreement and the Subscription Receipt Agreement dated as of January 9, 2014, between the Seller, GMP Securities L.P. and Computershare Trust Company of Canada shall have been satisfied or waived and such funding shall be available to be paid to or as directed by the Seller for the purposes of completing the Acquisition; (vii) the funds from the Purchase Price to be paid, together with the other funds referred to in clause (vi) above, will be sufficient to complete the Acquisition; (viii) the 9% Senior Unsecured Notes due January 5, 2015 issued by the Seller shall have been repaid in full (such repayment not to exceed an amount equal to 102.5% of principal plus any unpaid accrued interest); provided that, if the funds referred to in clause (vi) above are to be used to repay such notes, the funds from the Purchase Price to be paid, together with the remainder of the funds referred to in clause (vi) above after repayment of such notes, will be sufficient to complete the Acquisition; and (ix) the Buyer shall have received a certificate signed by an authorized senior officer of the Seller confirming the matters set forth in clauses (ii) through (viii) above.

Conditions in Favour of the Buyer. The obligation of the Buyer to pay complete the Purchase Price transactions herein are subject to the following conditions, each of which is for the sole benefit of the Buyer and may only be waived by the Buyer by notice in writing to the Seller shall be subject on or before the Closing Date: (a) termination of the Archean Unanimous Shareholders’ Agreement and the Adjustment Agreement; (b) written consent and confirmation from VBNC, satisfactory to the following:Buyer acting reasonably, that VBNC has declined to exercise VBNC’s right of first offer respecting the Seller’s proposed disposition of the Purchased Shares in accordance with the terms of the VBNC Agreement; (c) satisfactory completion of a National Instrument 43-101 report in respect of the Royalty; (d) the receipt of the Regulatory Approvals; (e) completion of the necessary financing to pay the cash portion of the purchase price for the Purchased Shares in conjunction with the Buyer’s Initial Public Offering; (f) the Company’s divestiture, prior to the Closing Date, of the Divested Assets; (g) the closing of the purchase by the Buyer of Verbiski’s interest in the Company pursuant to the Buyer's agreement with Verbiski of even date herewith; (h) receipt by the Buyer of all documents, opinions certificates and confirmations required to be delivered to the Buyer under this Agreement; and (i) receipt by the Buyer shall have received all documents set out in Schedule E and all conditions set out in Schedule E shall have been satisfied; (ii) all of the representations and warranties made by the Seller Entities pursuant opinion of XxxXxxx Xxxxx, LLP, addressed to the Transaction Documents shall be true Buyer and accurate the agents acting for the Buyer on the Initial Public Offering, that the Royalty is a “Canadian resource property” as defined in all respects as if made on and as sub-section 66(15) of the Effective Date; Income Tax Act (iii) no Event of Default or Material Adverse Effect shall have occurred and be continuing; (iv) no event which with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing; (v) all of the conditions precedent to the completion of the Acquisition pursuant to the Acquisition Agreement (other than payment of the funds required to complete the Acquisition) shall have been satisfied or, in the case of conditions precedent in favour of the Seller, with the prior written consent of the Buyer (which shall not be unreasonably withheldCanada), waived; (vi) all of the conditions precedent to the funding pursuant to the Facility Agreement and the Subscription Receipt Agreement dated as of January 9it would be amended by a draft legislation released on February 27, 2014, between the Seller, GMP Securities L.P. and Computershare Trust Company of Canada shall have been satisfied or waived and such funding shall be available to be paid to or as directed by the Seller for the purposes of completing the Acquisition; (vii) the funds from the Purchase Price to be paid, together with the other funds referred to in clause (vi) above, will be sufficient to complete the Acquisition; (viii) the 9% Senior Unsecured Notes due January 5, 2015 issued by the Seller shall have been repaid in full (such repayment not to exceed an amount equal to 102.5% of principal plus any unpaid accrued interest); provided that, if the funds referred to in clause (vi) above are to be used to repay such notes, the funds from the Purchase Price to be paid, together with the remainder of the funds referred to in clause (vi) above after repayment of such notes, will be sufficient to complete the Acquisition; and (ix) the Buyer shall have received a certificate signed by an authorized senior officer of the Seller confirming the matters set forth in clauses (ii) through (viii) above2004.

Conditions in Favour of the Buyer. The obligation of the Buyer to pay complete the Purchase Price transactions herein are subject to the following conditions, each of which is for the sole benefit of the Buyer and may only be waived by the Buyer by notice in writing to the Seller shall be subject on or before the Closing Date: (a) termination of the Archean Unanimous Shareholders’ Agreement and the Adjustment Agreement; (b) written consent and confirmation from VBNC, satisfactory to the following:Buyer acting reasonably, that VBNC has declined to exercise VBNC’s right of first offer respecting the Seller’s proposed disposition of the Purchased Shares in accordance with the terms of the VBNC Agreement; (c) satisfactory completion of a National Instrument 43-101 report in respect of the Royalty; (d) the receipt of the Regulatory Approvals; (e) completion of the necessary financing to pay the cash portion of the purchase price for the Purchased Shares in conjunction with the Buyer’s Initial Public Offering; (f) the Company’s divestiture, prior to the Closing Date, of the Divested Assets; (g) the closing of the purchase by the Buyer of Chislett’s interest in the Company pursuant to the Buyer's agreement with Chislett of even date herewith; (h) receipt by the Buyer of all documents, opinions certificates and confirmations required to be delivered to the Buyer under this Agreement; and (i) receipt by the Buyer shall have received all documents set out in Schedule E and all conditions set out in Schedule E shall have been satisfied; (ii) all of the representations and warranties made by the Seller Entities pursuant opinion of XxxXxxx Xxxxx, LLP, addressed to the Transaction Documents shall be true Buyer and accurate the agents acting for the Buyer on the Initial Public Offering, that the Royalty is a “Canadian resource property” as defined in all respects as if made on and as sub-section 66(15) of the Effective Date; Income Tax Act (iii) no Event of Default or Material Adverse Effect shall have occurred and be continuing; (iv) no event which with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing; (v) all of the conditions precedent to the completion of the Acquisition pursuant to the Acquisition Agreement (other than payment of the funds required to complete the Acquisition) shall have been satisfied or, in the case of conditions precedent in favour of the Seller, with the prior written consent of the Buyer (which shall not be unreasonably withheldCanada), waived; (vi) all of the conditions precedent to the funding pursuant to the Facility Agreement and the Subscription Receipt Agreement dated as of January 9it would be amended by a draft legislation released on February 27, 2014, between the Seller, GMP Securities L.P. and Computershare Trust Company of Canada shall have been satisfied or waived and such funding shall be available to be paid to or as directed by the Seller for the purposes of completing the Acquisition; (vii) the funds from the Purchase Price to be paid, together with the other funds referred to in clause (vi) above, will be sufficient to complete the Acquisition; (viii) the 9% Senior Unsecured Notes due January 5, 2015 issued by the Seller shall have been repaid in full (such repayment not to exceed an amount equal to 102.5% of principal plus any unpaid accrued interest); provided that, if the funds referred to in clause (vi) above are to be used to repay such notes, the funds from the Purchase Price to be paid, together with the remainder of the funds referred to in clause (vi) above after repayment of such notes, will be sufficient to complete the Acquisition; and (ix) the Buyer shall have received a certificate signed by an authorized senior officer of the Seller confirming the matters set forth in clauses (ii) through (viii) above2004.