Common use of Covenants of First Majestic Clause in Contracts

Covenants of First Majestic. First Majestic hereby covenants and agrees: (a) to perform all obligations required or desirable to be performed by it under this Agreement and to do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, to: (i) use all reasonable efforts to obtain, on or before the Effective Date, all Regulatory Approvals, including any Antitrust Clearance, required by Governmental Entities for First Majestic or the First Majestic Material Subsidiaries and use its commercially reasonable efforts to prepare and file all Antitrust Filings within ten Business Days of the execution of this Agreement. First Majestic shall use commercially reasonable efforts to satisfy, as soon as reasonably possible, all requests for additional information and documentation requested by any Governmental Entity in respect of an Antitrust Filing and coordinate and cooperate with Silvermex in exchanging information, including providing Silvermex with copies in advance and reasonable opportunity to comment on all notices, submissions, filings and information supplied to or filed with a Governmental Entity in respect of an Antitrust Filing (except for notices and information which First Majestic considers confidential and competitively sensitive); (ii) use all reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to First Majestic which may adversely affect the ability of First Majestic to consummate the transactions contemplated hereby; (iii) on or before the Effective Date, effect all necessary registrations, filings and submissions of information required by Governmental Entities from First Majestic or the First Majestic Material Subsidiaries relating to the transactions contemplated herein; (iv) on or before the Effective Date reserve a sufficient number of First Majestic Shares for issuance upon the completion of the Arrangement and the exercise from time to time of Replacement Warrants; and (v) use all reasonable efforts to satisfy all conditions precedent set forth in Section 5.1 and Section 5.3 of this Agreement; (b) carry out the terms of the Interim Order and Final Order applicable to it and use its reasonable efforts to comply promptly with all requirements which applicable Laws may impose on First Majestic with respect to the transactions contemplated hereby and by the Arrangement; (c) in connection with the consummation of the transactions contemplated hereby and by the Arrangement, to use its reasonable efforts to obtain, before the Effective Date, all necessary waivers, consents and approvals required to be obtained by First Majestic or the First Majestic Material Subsidiaries from other parties to loan agreements, leases or other contracts; and (d) until the Effective Date or the earlier termination of this Agreement in accordance with Article 6, except (i) with the consent of Silvermex to any deviation therefrom which shall not be unreasonably withheld; or (ii) with respect to any matter contemplated by this Agreement or the Plan of Arrangement, First Majestic will: (i) not reorganize, amalgamate or merge First Majestic with any other Person, nor acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities of or substantially all of the assets of or otherwise, any business or Person which acquisition would reasonably be expected to materially delay the transactions contemplated hereby; (ii) promptly advise Silvermex orally and, if then requested, in writing: (A) of any event occurring subsequent to the date of this Agreement that would render any representation or warranty of First Majestic contained in this Agreement (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the Effective Date, untrue or inaccurate in any material respect; (B) of any Material Adverse Change in respect of First Majestic; and (C) of any material breach by First Majestic of any covenant or agreement contained in this Agreement.

Covenants of First Majestic. First Majestic hereby covenants and agrees: (a) to perform all obligations required or desirable to be performed by it under this Agreement and to do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, to: (i) use all commercially reasonable efforts to obtain, on or before the Effective Date, all Regulatory Approvals, including any the Antitrust Clearance, required by Governmental Entities for First Majestic or the First Majestic Material Subsidiaries and use its commercially reasonable efforts to prepare and file all the Antitrust Filings Filing within ten 20 Business Days of the execution of this Agreement. First Majestic shall use commercially reasonable efforts to satisfy, as soon as reasonably possible, all requests for additional information and documentation requested by any Governmental Entity in respect of an the Antitrust Filing and coordinate and cooperate with Silvermex Primero in exchanging information, including providing Silvermex Primero with copies in advance and reasonable opportunity to comment on all notices, submissions, filings and information supplied to or filed with a Governmental Entity in respect of an the Antitrust Filing (except for notices and information which First Majestic considers confidential and competitively sensitive); (ii) use all commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to First Majestic which may adversely affect the ability of First Majestic to consummate the transactions contemplated hereby; (iii) on or before the Effective Date, effect all necessary registrations, filings and submissions of information required by Governmental Entities from First Majestic or the First Majestic Material Subsidiaries relating to the transactions contemplated herein; (iv) on or before the Effective Date reserve a sufficient number of First Majestic Shares for issuance upon the completion of the Arrangement Arrangement, the exercise from time to time of Replacement Options and the exercise from time to time of Replacement Primero Warrants; and (v) use all commercially reasonable efforts to satisfy all conditions precedent set forth in Section 5.1 and Section 5.3 of this Agreement; (b) carry out the terms of the Interim Order and Final Order applicable to it and use its commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on First Majestic with respect to the transactions contemplated hereby and by the Arrangement; (c) in connection with the consummation of the transactions contemplated hereby and by the Arrangement, to use its commercially reasonable efforts to obtain, before the Effective Date, all necessary waivers, consents and approvals required to be obtained by First Majestic or the First Majestic Material Subsidiaries from other parties to loan agreements, leases the First Majestic Material Agreements to which it or other contractsthey may be a party; and (d) until the Effective Date or the earlier termination of this Agreement in accordance with Article 6, except (i) with the consent of Silvermex Primero to any deviation therefrom which shall not be unreasonably withheld; or (ii) with respect to any matter contemplated by this Agreement or the Plan of Arrangement, First Majestic will: (i) not reorganize, amalgamate or merge First Majestic with any other Person, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities of or substantially all of the assets of or otherwise, any business or Person which acquisition would reasonably be expected to materially delay the transactions contemplated hereby;; and (ii) promptly advise Silvermex Primero orally and, if then requested, in writingwriting with the full particulars of any: (A) of any event occurring subsequent to the date of this Agreement that would render any representation or warranty of First Majestic contained in this Agreement (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the Effective Date, untrue or inaccurate in any material respect; (B) of any Material Adverse Change in respect of First Majestic; andor (C) of any material breach by First Majestic of any material covenant or agreement contained in this Agreement.

Covenants of First Majestic. First Majestic hereby covenants and agrees: (a) to perform all obligations required or desirable to be performed by it under this Agreement and to do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, to: (i) use all commercially reasonable efforts to obtain the First Majestic Shareholder Approval in accordance with the terms of this Agreement; (ii) use commercially reasonable efforts to obtain, on or before the Effective Date, all Regulatory Approvals, including any the Antitrust Clearance, required by Governmental Entities for First Majestic or the First Majestic Material Subsidiaries and use its commercially reasonable efforts to prepare and file all the Antitrust Filings Filing within ten 15 Business Days of the execution of this Agreement. First Majestic shall use commercially reasonable efforts to satisfy, as soon as reasonably possible, all requests for additional information and documentation requested by any Governmental Entity in respect of an the Antitrust Filing and coordinate and cooperate with Silvermex SilverCrest in exchanging information, including providing Silvermex SilverCrest with copies in advance and reasonable opportunity to comment on all notices, submissions, filings and information supplied to or filed with a Governmental Entity in respect of an the Antitrust Filing (except for notices and information which First Majestic considers confidential and competitively sensitive); (iiiii) use all commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to First Majestic which may adversely affect the ability of First Majestic to consummate the transactions contemplated hereby; (iiiiv) on or before the Effective Date, effect all necessary registrations, filings and submissions of information required by Governmental Entities from First Majestic or the First Majestic Material Subsidiaries relating to the transactions contemplated herein; (ivv) on or before the Effective Date reserve a sufficient number of First Majestic Shares for issuance upon the completion of the Arrangement and the exercise from time to time of Replacement WarrantsOptions; and (vvi) use all commercially reasonable efforts to satisfy all conditions precedent set forth in Section 5.1 and Section 5.3 of this Agreement; (b) carry out the terms of the Interim Order and Final Order applicable to it and use its commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on First Majestic with respect to the transactions contemplated hereby and by the Arrangement; (c) in connection with the consummation of the transactions contemplated hereby and by the Arrangement, to use its commercially reasonable efforts to obtain, before the Effective Date, all necessary waivers, consents and approvals required to be obtained by First Majestic or the First Majestic Material Subsidiaries from other parties to loan agreements, leases material agreements to which it or other contractsthey may be a party; and (d) until the Effective Date or the earlier termination of this Agreement in accordance with Article 6, except (i) with the consent of Silvermex SilverCrest to any deviation therefrom which shall not be unreasonably withheld; or (ii) with respect to any matter contemplated by this Agreement or the Plan of Arrangement, First Majestic will: (i) not reorganize, amalgamate or merge First Majestic with any other Person, nor acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities of or substantially all of the assets of or otherwise, any business or Person which acquisition would reasonably be expected to have a Material Adverse Effect on First Majestic, or materially delay the transactions contemplated hereby;; and (ii) promptly advise Silvermex SilverCrest orally and, if then requested, in writingwriting with the full particulars of any: (A) of any event occurring subsequent to the date of this Agreement that would render any representation or warranty of First Majestic contained in this Agreement (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the Effective Date, untrue or inaccurate in any material respect; (B) of any Material Adverse Change in respect of First Majestic; andor (C) of any material breach by First Majestic of any covenant or agreement contained in this Agreement.

Covenants of First Majestic. First Majestic hereby covenants and agrees: (a) to perform all obligations required or desirable to be performed by it under this Agreement and to do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, to: (i) use all reasonable efforts to obtain, on or before the Effective Date, all Regulatory Approvals, including any Antitrust Clearance, required by Governmental Entities for First Majestic or the First Majestic Material Subsidiaries and use its commercially reasonable efforts to prepare and file all Antitrust Filings within ten Business Days of the execution of this Agreement. First Majestic shall use commercially reasonable efforts to satisfy, as soon as reasonably possible, all requests for additional information and documentation requested by any Governmental Entity in respect of an Antitrust Filing and coordinate and cooperate with Silvermex Orko in exchanging information, including providing Silvermex Orko with copies in advance and reasonable opportunity to comment on all notices, submissions, filings and information supplied to or filed with a Governmental Entity in respect of an Antitrust Filing (except for notices and information which First Majestic considers confidential and competitively sensitive); (ii) use all reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to First Majestic which may adversely affect the ability of First Majestic to consummate the transactions contemplated hereby; (iii) on or before the Effective Date, effect all necessary registrations, filings and submissions of information required by Governmental Entities from First Majestic or the First Majestic Material Subsidiaries relating to the transactions contemplated herein; (iv) on or before the Effective Date reserve a sufficient number of First Majestic Shares for issuance upon the completion of the Arrangement and the exercise from time to time of Replacement WarrantsArrangement; and (v) use all reasonable efforts to satisfy all conditions precedent set forth in Section 5.1 and Section 5.3 of this Agreement; (b) carry out the terms of the Interim Order and Final Order applicable to it and use its reasonable efforts to comply promptly with all requirements which applicable Laws may impose on First Majestic with respect to the transactions contemplated hereby and by the Arrangement; (c) in connection with the consummation of the transactions contemplated hereby and by the Arrangement, to use its reasonable efforts to obtain, before the Effective Date, all necessary waivers, consents and approvals required to be obtained by First Majestic or the First Majestic Material Subsidiaries from other parties to loan agreements, leases or other contracts; (d) cause Subco to perform its obligations under this Agreement and the Plan of Arrangement; and (de) until the Effective Date or the earlier termination of this Agreement in accordance with Article 6, except (i) with the consent of Silvermex Orko to any deviation therefrom which shall not be unreasonably withheld; or (ii) with respect to any matter contemplated by this Agreement or the Plan of Arrangement, First Majestic will: (i) not reorganize, amalgamate or merge First Majestic with any other Person, nor acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities of or substantially all of the assets of or otherwise, any business or Person which acquisition would reasonably be expected to materially delay the transactions contemplated hereby; (ii) promptly advise Silvermex Orko orally and, if then requested, in writingwriting with the full particulars of any: (A) of any event occurring subsequent to the date of this Agreement that would render any representation or warranty of First Majestic contained in this Agreement (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the Effective Date, untrue or inaccurate in any material respect; (B) of any Material Adverse Change in respect of First Majestic; and (C) of any material breach by First Majestic of any covenant or agreement contained in this Agreement.

Covenants of First Majestic. First Majestic hereby covenants and agrees: (a) to perform all obligations required or desirable to be performed by it under this Agreement and to do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, to: (i) use all reasonable efforts to obtain, on or before the Effective Date, all Regulatory Approvals, including any Antitrust Clearance, required by Governmental Entities for First Majestic or the First Majestic Material Subsidiaries and use its commercially reasonable efforts to prepare and file all Antitrust Filings within ten Business Days of the execution of this Agreement. First Majestic shall use commercially reasonable efforts to satisfy, as soon as reasonably possible, all requests for additional information and documentation requested by any Governmental Entity in respect of an Antitrust Filing and coordinate and cooperate with Silvermex in exchanging information, including providing Silvermex with copies in advance and reasonable opportunity to comment on all notices, submissions, filings and information supplied to or filed with a Governmental Entity in respect of an Antitrust Filing (except for notices and information which First Majestic considers confidential and competitively sensitive); (ii) use all reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to First Majestic which may adversely affect the ability of First Majestic to consummate the transactions contemplated hereby; (iiiii) on or before the Effective Date, effect all necessary registrations, filings and submissions of information required by Governmental Entities from First Majestic or the First Majestic Material Subsidiaries relating to the transactions contemplated herein; (iii) use all reasonable efforts to obtain, on or before the Effective Date, all Applicable Regulatory Approvals required by Governmental Entities for First Majestic or the First Majestic Subsidiaries; and (iv) on or before the Effective Date reserve a sufficient number of First Majestic Shares for issuance upon the completion of the Arrangement and the exercise from time to time of Replacement Warrants; and (v) use all reasonable efforts to satisfy all conditions precedent set forth in Section 5.1 and Section 5.3 of this Agreement; (b) to carry out the terms of the Interim Order and Final Order applicable to it and use its reasonable efforts to comply promptly with all requirements which applicable Laws may impose on First Majestic with respect to the transactions contemplated hereby and by the Arrangement; (c) in connection with the consummation of the transactions contemplated hereby and by the Arrangement, to use its reasonable efforts to obtain, before the Effective Date, all necessary waivers, consents and approvals required to be obtained by First Majestic or the First Majestic Material Subsidiaries from other parties to loan agreements, leases or other contracts; and (d) until the Effective Date or the earlier termination of this Agreement in accordance with Article 6, except (i) with the consent of Silvermex Normabec to any deviation therefrom which shall not be unreasonably withheld; or (ii) with respect to any matter contemplated by this Agreement or the Plan of Arrangement, First Majestic will: (i) not reorganize, amalgamate or merge First Majestic with any other Person, nor acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities of or substantially all of the assets of or otherwise, any business or Person which acquisition would reasonably be expected to materially delay the transactions contemplated hereby;; and (ii) promptly advise Silvermex Normabec orally and, if then requested, in writing: (A) of any event occurring subsequent to the date of this Agreement that would render any representation or warranty of First Majestic contained in this Agreement (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the Effective Date, untrue or inaccurate in any material respect; (B) of any Material Adverse Change in respect of First Majestic; and (C) of any material breach by First Majestic of any covenant or agreement contained in this Agreement.