Common use of Conditions of Closing in Favour of Purchaser Clause in Contracts

Conditions of Closing in Favour of Purchaser. The obligations of Purchaser to consummate the Transaction shall be subject to the fulfillment on or before Closing of each of the following conditions: (a) the representations and warranties made by the BHP Billiton Parties in this Agreement shall be true and correct in all respects without giving effect to any limitation indicated by the words "Material Adverse Change", "in all material respects", "material" or "materially", except where the failure of such representations and warranties to be true and correct do not constitute in aggregate a Material Adverse Change, in each case as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), and each BHP Billiton Party shall have provided to Purchaser a certificate of such BHP Billiton Party dated the Closing Date, executed by two senior officers certifying that the representations and warranties made by the BHP Billiton Parties in this Agreement are true and correct in all respects without giving effect to any limitation indicated by the words "Material Adverse Change", "in all material respects", "material" or "materially", except where the failure of such representations and warranties to be true and correct do not constitute in aggregate a Material Adverse Change; (b) no Material Adverse Change shall have occurred since the date hereof, and each BHP Billiton Party shall have provided to Purchaser a certificate of such BHP Billiton Party dated the Closing Date, executed by two senior officers certifying that no Material Adverse Change has occurred since the date hereof; and (c) each BHP Billiton Party shall have performed and complied in all material respects with its covenants in this Agreement and each BHP Billiton Party shall have provided to Purchaser a certificate of such BHP Billiton Party dated the Closing Date, executed by two senior officers certifying that such BHP Billiton Party has so performed and complied with its covenants herein. The foregoing conditions are for the exclusive benefit of Purchaser and, accordingly, Purchaser will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to any rights and remedies at law and in equity it may have, including any claims Purchaser may have for breach of covenant, representation or warranty by any party hereto, and also without prejudice to Purchaser's rights of termination in the event of non-performance of any other conditions in whole or in part.

Conditions of Closing in Favour of Purchaser. The obligations of Purchaser to consummate complete the Transaction shall be are subject to the fulfillment of the following conditions on or before Closing the Time of each of the following conditionsClosing: (a) the representations and warranties made by the BHP Billiton Parties TargetCo will have tendered all closing deliveries set forth in this Agreement shall be true and correct in all respects without giving effect to any limitation indicated by the words "Material Adverse Change"Sections 4.03, "in all material respects", "material" or "materially", except where the failure of such representations and warranties to be true and correct do not constitute in aggregate a Material Adverse Change, in each case as including delivery of the Closing Date as if made on and as Exchanged TargetCo Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers, or, alternatively, evidence that such certificates have been cancelled together with a new certificate registered in the name of such date (except to Purchaser representing the extent such representations and warranties speak as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), and each BHP Billiton Party shall have provided to Purchaser a certificate of such BHP Billiton Party dated the Closing Date, executed by two senior officers certifying that the representations and warranties made by the BHP Billiton Parties in this Agreement are true and correct in all respects without giving effect to any limitation indicated by the words "Material Adverse Change", "in all material respects", "material" or "materially", except where the failure of such representations and warranties to be true and correct do not constitute in aggregate a Material Adverse ChangeExchanged TargetCo Shares; (b) no receipt of evidence of the TargetCo Shareholders’ Approval and any other approval of the TargetCo Shareholder, as applicable; (c) the sole shareholder of Purchaser shall have authorized by written consent resolution to increase the number of directors of Purchaser from one to five directors to accommodate the appointment of four additional directors upon Closing; (d) the representations and warranties of TargetCo set forth in this Agreement will have been true and correct as of the date hereof and will be true and correct at the Time of Closing in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Change shall have occurred since Effect qualifier) or in all material respects (in the date hereofcase of any representation or warranty without any materiality or Material Adverse Effect qualifier), except as affected by the transactions contemplated by this Agreement, and each BHP Billiton Party shall have provided to Purchaser a certificate of such BHP Billiton Party dated the Chief Executive Officer of TargetCo to this effect will have been delivered to Purchaser; (e) all of the terms, covenants and conditions of this Agreement to be complied with or performed by TargetCo at or before the Time of Closing Datewill have been complied with or performed and a certificate of the Chief Executive Officer of TargetCo to this effect will have been delivered to Purchaser; (f) Purchaser will be satisfied with the results of its due diligence investigations relating to TargetCo and the Transaction, executed by two senior officers certifying that no acting reasonably; (g) other than pursuant to U.S federal laws, all consents, assignments, waivers, permits, orders and approvals of all Governmental Authorities or other persons, including all those party to the material contracts listed in the Disclosure Letter, necessary to permit the completion of the Transaction will have been obtained or have been attempted to be obtained on a best efforts basis; (h) there will not have been after the date of this Agreement any Material Adverse Change has occurred since Effect with respect to TargetCo; (i) there will be no action taken under any applicable law by any court or Governmental Authority that makes it illegal or restrains, enjoins or prohibits the date hereofTransaction, results in a judgment or assessment of damages relating to the Transaction that is materially adverse to Purchaser or TargetCo or that could reasonably be expected to impose any condition or restriction upon Purchaser or TargetCo which, after giving effect to the Transaction, would so materially and adversely impact the economic or business benefits of the Transaction as to render inadvisable the consummation of the Transaction; (j) the distribution of Consideration Shares to the TargetCo Shareholders pursuant to this Agreement shall be exempt from the prospectus and registration requirements under Applicable Securities Laws; (k) there will be no legislation (whether by statute, regulation, order-in-council, notice of ways and means motion, by-law or otherwise) enacted, introduced, or tabled which, in the opinion of Purchaser, acting reasonably, adversely affects or may adversely affect the Transaction; and (cl) each BHP Billiton Party shall have performed and complied in all material respects with its covenants in this Agreement and each BHP Billiton Party shall have provided to Purchaser a certificate of such BHP Billiton Party dated the Closing Date will be on or before the Termination Date, executed by two senior officers certifying that such BHP Billiton Party has so performed and complied with its covenants herein. The foregoing conditions precedent are for the exclusive benefit of Purchaser andand may be waived by Purchaser, accordingly, Purchaser will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to any rights and remedies at law and in equity it may have, including any claims Purchaser may have for breach of covenant, representation or warranty by any party hereto, and also without prejudice to Purchaser's rights of termination in the event of non-performance of any other conditions in whole or in part, without prejudice to Purchaser’s right to rely on any other condition in favour of Purchaser.

Conditions of Closing in Favour of Purchaser. The obligations of Purchaser to consummate the Transaction transactions contemplated by this Agreement shall be subject to the fulfillment on or before as of the Closing Date of each of the following conditions:, which are for the exclusive benefit of, and may be waived on or prior to the Closing Date in writing by, Purchaser (it being understood that any matter as to which such a waiver has been made by Purchaser shall not form the basis of any Losses and Sellers shall have no liability to Purchaser in respect thereof): (a) the representations and warranties made by of each of the BHP Billiton Parties Sellers contained in this Agreement shall be true deemed to have been made again at and correct in all respects without giving effect to any limitation indicated by as of the words "Material Adverse Change"Closing Date, "in all material respects", "material" or "materially", except where the failure of such representations and warranties to shall then be true and correct do not constitute in aggregate a Material Adverse Change, in each case as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak as of expressly relate to an earlier date or except as affected by transactions contemplated or permitted by this Agreement)date, and each BHP Billiton Party in such case, shall have provided to Purchaser a certificate of such BHP Billiton Party dated the Closing Date, executed by two senior officers certifying that the representations and warranties made by the BHP Billiton Parties in this Agreement are be true and correct in all respects without giving effect to any limitation indicated by the words "Material Adverse Change", "in all material respects", "material" or "materially", on and as of such earlier date) except where the for such failure of such representations and warranties to be true and correct do (without regard to any qualifications with respect to materiality or Material Adverse Effect contained therein) that has not constitute and would not be reasonably likely individually or in the aggregate to result in a Material Adverse ChangeEffect; (b) no Material Adverse Change shall have occurred since the date hereof, and each BHP Billiton Party shall have provided to Purchaser a certificate of such BHP Billiton Party dated the Closing Date, executed by two senior officers certifying that no Material Adverse Change has occurred since the date hereof; and (c) each BHP Billiton Party Seller shall have performed and complied in all material respects with its all covenants in and agreements required by this Agreement and each BHP Billiton Party shall have provided to Purchaser a certificate of such BHP Billiton Party dated be performed or complied with by it on or prior to the Closing Date, executed and all deliveries contemplated by two senior officers certifying that Section 3.2 shall have been tabled; (c) the Membership Interests shall be free and clear of all Encumbrances; (d) any and all Fines shall have been paid in full on or before the Closing Date; (e) DHI US shall have received the Ely Approvals and Solitario shall have received the Solitario Approvals, and such BHP Billiton Party has so performed approvals shall remain in full force and complied with its covenants herein. The foregoing conditions effect on the Closing Date; (f) Purchaser shall have received such Authorizations as are for necessary to allow Purchaser to own and operate the exclusive benefit of Purchaser and, accordingly, Purchaser will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to any rights Company from and remedies at law and in equity it may haveafter the Closing, including any claims Purchaser may have for breach of covenant, representation or warranty by any party heretothe Authorizations listed on Schedule 5.5, and also without prejudice to Purchaser's rights such Authorizations shall be in full force and effect; and (g) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Body, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Body, which restrains, enjoins, prohibits, or otherwise makes illegal the consummation by Purchaser of termination the transactions contemplated hereby, shall be in the event of non-performance of any other conditions in whole or in parteffect.

Conditions of Closing in Favour of Purchaser. The obligations of Purchaser to consummate the Transaction and MLA shall be subject obliged to complete the fulfillment on or before Closing of only if each of the conditions precedent set out in the following conditions:Subsections of this Section 5.1 has been satisfied in full at or before the Closing Time (each of such conditions precedent is for the exclusive benefit of the Purchaser and MLA and the Purchaser and MLA may waive any of them in whole or in part in writing): (a) no Material Adverse Effect on the operation of the Business or the Ventanas Project shall have occurred prior to the Closing Time and all Purchased Assets shall be in the legal possession and/or control of the Vendors at the Closing Time; (b) at the Closing Time: (i) each of the representations and warranties made by the BHP Billiton Parties of DMSL contained in this Agreement and any Closing Documents shall be true true, complete and correct in all respects without giving effect to any limitation indicated by the words "Material Adverse Change", "accurate in all material respects", "material" or "materially", except where respects as and when made and at and as of the failure of Closing Time as though such representations and warranties were made at and as of the Closing Time; (ii) all obligations, agreements and covenants of DMSL to be true completed prior to the Closing Time shall have been performed or completed by DMSL; (iii) there shall not be pending any Legal Proceeding against any of the Vendors, the Purchaser or MLA brought by any Governmental Authority or any other Person that seeks to restrain, materially modify or invalidate the transactions contemplated by this Agreement and correct do not constitute no Order that would prohibit, materially modify or restrain such transactions shall be in aggregate effect; and (iv) DMSL shall have delivered to the Purchaser a Material Adverse Change, in each case certificate dated as of the Closing Date signed by an officer of DMSL in respect of the matters set out in this Subsection 5.1(b), other than in respect of Clause 5.1(b)(iii) as if made on and as of such date (except it relates to the extent such representations Purchaser and warranties speak as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), and each BHP Billiton Party shall have provided to Purchaser a certificate of such BHP Billiton Party dated the Closing Date, executed by two senior officers certifying that the representations and warranties made by the BHP Billiton Parties in this Agreement are true and correct in all respects without giving effect to any limitation indicated by the words "Material Adverse Change", "in all material respects", "material" or "materially", except where the failure of such representations and warranties to be true and correct do not constitute in aggregate a Material Adverse ChangeMLA; (bc) no Material Adverse Change the Purchaser shall have occurred since received the date hereofClosing Documents required to be delivered by the Vendors to the Purchaser pursuant to Section 7.2 in form and substance satisfactory to the Purchaser and its counsel, and each BHP Billiton Party acting reasonably; (d) MLA shall have completed the MLA Financing; (e) the completion of the Transactions, including issuance of the Payment Shares, by the Purchaser will have been approved by the TSXV; (f) all Vendor Consents listed in Part B of Schedule 3.1(n) other than those consents which the Parties have agreed are to be received post closing, shall have been obtained, made or waived, provided however, that this condition precedent shall be deemed to be satisfied in respect of the Vendor Consents which are noted in part B of Schedule 3.1(n) as being subject to Section 6.10 if DMSL and the Purchaser have satisfied their obligations under Section 6.10 and Purchaser Consents including the approval of the Mexican Federal Competition (Anti-Trust) Commission, other than those consents which the Parties have agreed are to be received post closing, shall have been obtained, made or waived; (g) the closing of the transaction which is the subject of the STB Share Purchase Agreement shall have been completed in escrow with the only condition precedent remaining to be satisfied being the Closing; (h) all documents and agreements to be delivered and executed pursuant to the Consent Agreement shall have been delivered in escrow subject only to release from escrow of the proceeds of the MLA Financing, the completion of the Closing and the closing under the STB Share Purchase Agreement; (i) all conditions to closing under the Consent Agreement and STB Share Purchase Agreement shall have been satisfied or waived by the party entitled to the benefit thereto; (j) if the VAT is payable on Closing, the Purchaser shall have arranged for loan proceeds in the amount of the VAT payable and, if payment of the VAT may be deferred to a certificate date following the Closing Date the Purchaser shall have entered into loan arrangements which shall be sufficient to satisfy the VAT obligation, satisfactory to the Purchaser and the Vendors for the advancement of such BHP Billiton Party dated the Closing Date, executed by two senior officers certifying that no Material Adverse Change has occurred since the date hereofproceeds; and (ck) each BHP Billiton Party the Purchaser shall have performed and complied obtained such explosive permits as are necessary to enable the Purchaser to carry on the Business substantially in all material respects with its covenants the manner conducted by the Vendors in this Agreement and each BHP Billiton Party the eighteen (18) month period prior to the Closing Date or shall have provided entered into such other arrangements as shall enable it to Purchaser a certificate of carry on the activities contemplated by such BHP Billiton Party dated explosive permits in accordance with Applicable Laws, as are satisfactory to DMSL and the Closing DatePurchaser, executed by two senior officers certifying that such BHP Billiton Party has so performed and complied with its covenants herein. The foregoing conditions are for the exclusive benefit of Purchaser and, accordingly, Purchaser will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to any rights and remedies at law and in equity it may have, including any claims Purchaser may have for breach of covenant, representation or warranty by any party hereto, and also without prejudice to Purchaser's rights of termination in the event of non-performance of any other conditions in whole or in partacting reasonably.

Conditions of Closing in Favour of Purchaser. The obligations of Purchaser to consummate the Transaction shall be subject obliged to complete the fulfillment on or before Closing of only if each of the conditions precedent set out in the following conditions:Subsections of this Section 4.1 has been satisfied in full at or before the Closing Time (each of such conditions precedent is for the exclusive benefit of the Purchaser and only the Purchaser may waive any of them in whole or in part in writing): (a) at the Closing Time: (i) each of the representations and warranties made by of the BHP Billiton Parties Vendor contained in this Agreement or in any Closing Document shall be true true, complete and correct in all respects without giving effect to any limitation indicated by the words "Material Adverse Change", "accurate in all material respects", "material" or "materially", except where respects as and when made and at and as of the failure of Closing Time as though such representations and warranties were made at and as of the Closing Time; (ii) all obligations, agreements and covenants of the Vendor to be true and correct do not constitute in aggregate completed prior to the Closing Time shall have been performed or completed by the Vendor; and (iii) the Vendor shall have delivered to the Purchaser a Material Adverse Change, in each case certificate dated as of the Closing Date as if made on and as signed by an officer of such date (except to the extent such representations and warranties speak as Vendor in respect of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), and each BHP Billiton Party shall have provided to Purchaser a certificate of such BHP Billiton Party dated the Closing Date, executed by two senior officers certifying that the representations and warranties made by the BHP Billiton Parties matters set out in this Agreement are true and correct in all respects without giving effect to any limitation indicated by the words "Material Adverse Change", "in all material respects", "material" or "materially", except where the failure of such representations and warranties to be true and correct do not constitute in aggregate a Material Adverse ChangeSubsection 4.1(a); (b) there shall not be pending any Legal Proceeding against the Vendor or the Purchaser brought by any Governmental Authority or any other Person that seeks to restrain, materially modify or invalidate the transactions contemplated by this Agreement and no Order that would prohibit, materially modify or restrain such transactions shall be in effect; (c) the transactions contemplated by Section 2.4 shall have been completed in the manner represented by the Vendor’s financial advisors to the Purchaser’s financial advisors, and all inter-company indebtedness of STB owing to Goldcorp or an Affiliate of Goldcorp shall have been repaid or otherwise extinguished; (d) the Purchaser shall have received the Closing Documents required to be delivered by the Vendor to the Purchaser pursuant to Section 6.2 in form and substance satisfactory to the Purchaser and its counsel, acting reasonably; (e) since January 2, 2010, except for any change contemplated by the SLW Consent Agreement, there shall have been no Material Adverse Change Effect with respect to STB; (f) the corporate structure, constating documents or jurisdiction of organization of STB shall not have occurred since been altered without the date hereofprior consent of the Purchaser; (g) all conditions to the SLW Consent Agreement in favour of Silver Wheaton will have been waived by Silver Wheaton or satisfied as set out therein, and each BHP Billiton Party shall have provided with the only condition remaining to Purchaser a certificate of such BHP Billiton Party dated be satisfied being the Closing Date, executed hereunder and the closing of the transactions contemplated by two senior officers certifying that no Material Adverse Change has occurred since the date hereofSan Dimas Asset Purchase Agreement; and (ch) each BHP Billiton Party the closing of the transaction which is the subject of the San Dimas Asset Purchase Agreement shall have performed been completed in escrow, and complied all conditions thereto in all material respects with its covenants in this Agreement and each BHP Billiton Party favour of the Purchaser shall have provided been waived by the Purchaser or satisfied as set out therein, with the only condition remaining to Purchaser a certificate of such BHP Billiton Party dated be satisfied being the Closing Date, executed by two senior officers certifying that such BHP Billiton Party has so performed and complied with its covenants herein. The foregoing conditions are for the exclusive benefit of Purchaser and, accordingly, Purchaser will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to any rights and remedies at law and in equity it may have, including any claims Purchaser may have for breach of covenant, representation or warranty by any party hereto, and also without prejudice to Purchaser's rights of termination in the event of non-performance of any other conditions in whole or in partClosing.