Common use of Deliveries by the Parties Clause in Contracts

Deliveries by the Parties. At the Closing: (a) DELIVERIES BY THE COMPANY: The Company will deliver the following documents in form and substance reasonably acceptable to counsel for the Purchasers; (i) Certificates evidencing the Shares; (ii) Good Standing Certificate for the Company and each of its subsidiaries issued by the Secretary of State of their respective jurisdictions of incorporation; (iii) Certified copy of resolutions of the Board of Directors authorizing, among other things, the execution and delivery of this Agreement, consummation of the transactions contemplated hereby and the Restructuring; (iv) Legal opinion of Broad and Cassel, counsel to the Company, in form and substance reasonablx xxxxsfactory to the Purchaser and Purchaser's counsel; (v) Executed copies of the following additional documents to be entered into in connection with the Restructuring (collectively, the "Restructuring Documents"): (A) Option and Forbearance Agreement (the "Option") between the Company and Bankers Trust Company ("BT"); (B) Amendments to Employment Agreements between the Company and each of Horne and Stanley F. Zuk ("Zuk"); (X) Xxxeements of Horne, Zuk, Xregory Horne and Marion L. Horne Turcot to vote in faxxx xx xxx Restrucxxxxxx; (D) Financial Consulting Agreement (the "Catalyst Agreement") between the Company and Catalyst Financial Corp. ("Catalyst"); (E) Warrant to be issued to Catalyst and/or its assigns pursuant to the Catalyst Agreement (the Catalyst Warrant"); (F) Letter Agreement between the Company and a group of investors restructuring the Company's debt to such investor group (the "Becker Agreement"); (G) Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the "Series C Preferred Stock") to be issued pursuant to the Becker Agreement; (H) Warrants to bx xxxxed pursuant to the Becker Agreement (the "Becker Warrants"); (I) Letter Agreexxxx xith a group of investors modifying the terms of their existing warrants (the "BlueStone Agreement"); (J) Warrants to be issued pursuant to the BlueStone Agreement (the "BlueStone Warrants"); (K) Letter Agreement (the "Meyers Agreement") with H.J. Meyers & Co., Inc. ("Meyexx"); (X) Xxxxxxt to be issued xxxxxxnt to the Meyers Agreement (the "Meyers Warrant"); (M) Warrant to be xxxxxd to Cameron Worldwide Ltd. (the "Cameron Warrant"); (N) Warrant to be issued to Peter Zachariou (the "Zachariou Warrant"); (O) Forbearance Agreement (the "PNC Agreement") with PNC Bank, National Association ("PNC"); and (P) Warrant to be issued to PNC pursuant to the PNC Agreement (the "PNC Warrant") (vi) Disbursement Authorization Letter; and (vii) Such other documents as shall be reasonably requested by the Purchasers and their counsel.

Deliveries by the Parties. At A. The Vendor has delivered to the ClosingPurchaser the following on the Third Amendment Effective Date: (a) DELIVERIES BY THE COMPANYa counterpart to this Third Amendment, duly executed by an authorized officer of the Vendor; (b) a counterpart to the New Intercreditor Agreement, duly executed by an authorized officer of the Vendor and The Bank of Nova Scotia; (c) a counterpart to each Security Agreement, duly executed by an authorized officer of the Vendor, and shall have authorized the Purchaser to effect filings in respect of all such Security Agreements in all offices, that may be prudent or necessary to preserve, protect or perfect the security interest of the Purchaser under the Security Agreements. Without limiting the foregoing, the Purchaser shall register the Security Agreements in: The Company will deliver (i) British Columbia’s Mineral Titles Online Registry against each of the following documents Mineral Claims and Mineral Leases that are part of the Xxxxxxxx Property, and (ii) Xxxxxxx Xxxxxxxx’s Personal Property Registry and Ontario’s Personal Property Registry against all personal property of the Vendor subject to the security interests granted under the Security Agreements; (d) evidence reasonably satisfactory to the Purchaser (i) that the Acquisition has been consummated in accordance with the terms of the Arrangement Agreement, and (ii) that the New Credit Agreement has been entered into by the parties thereto and is in full force and effect. (e) an executed certificate of a senior officer of the Vendor in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the date of the Third Amendment Effective Date, as to: (i) resolutions of the board of directors or other comparable authority of the Vendor authorizing the execution, delivery and performance of this Third Amendment, the Security Agreements and the New Intercreditor Agreement (“collectively, the “Third Amendment Transaction Documents”), and the transactions contemplated hereby and thereby, (ii) the names, positions and true signatures of the persons authorized to sign the Third Amendment Transaction Documents on behalf of the Vendor, and (iii) such other matters pertaining to the transactions contemplated hereby as the Purchaser has reasonably acceptable required; and (f) a favourable legal opinion, in form and substance substantially similar to such legal opinions previously provided in connection with the Existing Agreement, dated as of the Third Amendment Effective Date, from legal counsel for to the PurchasersVendor as to (i) the legal status of the Vendor, (ii) the corporate power and authority of the Vendor to execute, deliver and perform the Third Amendment Transaction Documents to which it is a party, (iii) the execution and delivery of the Third Amendment Transaction Documents to which it is a party and the enforceability of the Third Amendment Transaction Documents to which it is a party against the Vendor and (iv) matters with respect to the security interests granted to the Purchaser pursuant to the Security Agreements. B. The Purchaser has delivered to the Vendor the following on the Third Amendment Effective Date: (a) a counterpart to each Third Amendment Transaction Document to which the Purchaser or Royal Gold is a party, duly executed by an authorized officer of the Purchaser and Royal Gold; (b) an executed certificate of a senior officer of the Purchaser in form and substance satisfactory to the Vendor, acting reasonably, dated as of the date of the Third Amendment Effective Date, as to: (i) Certificates evidencing resolutions of the Shares; board of directors or other comparable authority of the Purchaser and Royal Gold authorizing the execution, delivery and performance of the Third Amendment Transaction Documents to which it is a party, and the transactions contemplated hereby and thereby, (ii) Good Standing Certificate for the Company names, positions and each true signatures of its subsidiaries issued by the Secretary persons authorized to sign the Third Amendment Transaction Documents to which it is a Party on behalf of State of their respective jurisdictions of incorporation; the Purchaser and Royal Gold, and (iii) Certified copy of resolutions such other matters pertaining to the transactions contemplated hereby as the Vendor has reasonably required; and (c) a favourable legal opinion, in form and substance substantially similar to such legal opinions previously provided in connection with the Existing Agreement, dated as of the Board Third Amendment Effective Date, from legal counsel to the Purchaser and Royal Gold as to (i) the legal status of Directors authorizingthe Purchaser and Royal Gold, among other things(ii) the corporate power and authority of the Purchaser and Royal Gold to execute, deliver and perform this Third Amendment to which it is a party, (iii) the execution and delivery of this Agreement, consummation of the transactions contemplated hereby Third Amendment to which it is a party and the Restructuring; (iv) Legal opinion enforceability of Broad and Cassel, counsel to the Company, in form and substance reasonablx xxxxsfactory to this Third Amendment against the Purchaser and Purchaser's counsel; (v) Executed copies of the following additional documents to be entered into in connection with the Restructuring (collectively, the "Restructuring Documents"): (A) Option and Forbearance Agreement (the "Option") between the Company and Bankers Trust Company ("BT"); (B) Amendments to Employment Agreements between the Company and each of Horne and Stanley F. Zuk ("Zuk"); (X) Xxxeements of Horne, Zuk, Xregory Horne and Marion L. Horne Turcot to vote in faxxx xx xxx Restrucxxxxxx; (D) Financial Consulting Agreement (the "Catalyst Agreement") between the Company and Catalyst Financial Corp. ("Catalyst"); (E) Warrant to be issued to Catalyst and/or its assigns pursuant to the Catalyst Agreement (the Catalyst Warrant"); (F) Letter Agreement between the Company and a group of investors restructuring the Company's debt to such investor group (the "Becker Agreement"); (G) Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the "Series C Preferred Stock") to be issued pursuant to the Becker Agreement; (H) Warrants to bx xxxxed pursuant to the Becker Agreement (the "Becker Warrants"); (I) Letter Agreexxxx xith a group of investors modifying the terms of their existing warrants (the "BlueStone Agreement"); (J) Warrants to be issued pursuant to the BlueStone Agreement (the "BlueStone Warrants"); (K) Letter Agreement (the "Meyers Agreement") with H.J. Meyers & Co., Inc. ("Meyexx"); (X) Xxxxxxt to be issued xxxxxxnt to the Meyers Agreement (the "Meyers Warrant"); (M) Warrant to be xxxxxd to Cameron Worldwide Ltd. (the "Cameron Warrant"); (N) Warrant to be issued to Peter Zachariou (the "Zachariou Warrant"); (O) Forbearance Agreement (the "PNC Agreement") with PNC Bank, National Association ("PNC"); and (P) Warrant to be issued to PNC pursuant to the PNC Agreement (the "PNC Warrant") (vi) Disbursement Authorization Letter; and (vii) Such other documents as shall be reasonably requested by the Purchasers and their counselRoyal Gold.