Common use of Deliveries on Filing Clause in Contracts

Deliveries on Filing. On or prior to the day of the filing of a Prospectus or Registration Statement, as applicable, Tahoe shall deliver to Goldcorp and each of the Underwriters: (i) a copy of such Prospectus, signed and certified as required by the Canadian Securities Laws; (ii) a copy of any other document required to be filed along with the Prospectus by Xxxxx under the Canadian Securities Laws; (iii) a copy of the Initial Registration Statement, the Amendment No. 1 to the Initial Registration Statement and the Amendment No. 2 to the Initial Registration Statement, as applicable, in each case signed as required by the U.S. Securities Act and the rules and regulations of the SEC thereunder and any documents included as exhibits to any such registration statement; (iv) any Registration Statement Amendment required to be filed, signed as required by the U.S. Securities Act and the rules and regulations of the SEC thereunder and any documents included as exhibits to the Registration Statement Amendment; and (v) in respect of the filing of the Final Prospectus, one or more “long form” comfort letters from Tahoe’s Auditors and Rio Alto’s Auditors, dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no more than two Business Days prior to the date of the Final Prospectus), addressed to the Underwriters, Goldcorp, and the directors of Tahoe in form and substance satisfactory to the Underwriters, with respect to certain financial and accounting information contained or incorporated by reference in the Final Prospectus, the U.S. Final Prospectus and the Registration Statement which letter shall be in addition to the independent auditor’s letters required to be filed with, the Final Prospectus.

Deliveries on Filing. On or prior to the day of Concurrently with the filing of a the Preliminary Prospectus or Registration StatementFinal Prospectus, as applicablethe case may be, Tahoe under Canadian Securities Laws, the Corporation shall deliver to Goldcorp and each of the Underwriters: (i) a copy of such the Preliminary Prospectus or Final Prospectus, as applicable, including all Documents Incorporated by Reference (to the extent not available on SEDAR), signed and certified as required by the Canadian Securities LawsLaws applicable in the Qualifying Jurisdictions; (ii) a copy of the preliminary U.S. Private Placement Memorandum or the final U.S. Private Placement Memorandum, as applicable; (iii) a copy of any other document required to be filed along by the Corporation in compliance with Canadian Securities Laws in connection with the Prospectus by Xxxxx under the Canadian Securities Laws; (iii) a copy of the Initial Registration Statement, the Amendment No. 1 to the Initial Registration Statement and the Amendment No. 2 to the Initial Registration Statement, as applicable, in each case signed as required by the U.S. Securities Act and the rules and regulations of the SEC thereunder and any documents included as exhibits to any such registration statementOffering; (iv) any Registration Statement Amendment required to be filed, signed as required by the U.S. Securities Act and the rules and regulations of the SEC thereunder and any documents included as exhibits to the Registration Statement Amendment; and (v) in respect of the filing of the Final Prospectus, one or more a “long long-form” comfort letters from Tahoeletter of the Corporation’s Auditors and Rio Alto’s Auditors, dated as of the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no more than the Corporation’s Auditors within two Business Days prior to of the date of the Final Prospectus), ) addressed to the Underwriters, Goldcorpthe Selling Shareholder, the Corporation and the directors of Tahoe Directors in form and substance satisfactory to the Underwriters, acting reasonably, with respect to certain financial and accounting information contained or incorporated by reference relating to the Corporation and other numerical data in the Final Prospectus, the U.S. Final Prospectus and the Registration Statement including all Documents Incorporated by Reference, which letter shall be in addition to the independent auditor’s auditors’ report incorporated by reference into the Prospectus and any auditors’ comfort letters required addressed to be filed withthe securities regulatory authorities in the Qualifying Jurisdictions; (v) opinions of BCF, LLP, dated the date of the Preliminary Prospectus and the date of the Final Prospectus, respectively, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Selling Shareholder, the Corporation and the Directors, to the effect that the French language version of each of the Preliminary Prospectus and the Final Prospectus, except for the audited consolidated financial statements of the Corporation for the year ended December 31, 2009, together with the notes thereto and the auditors’ report thereon and related management’s discussion and analysis dated March 9, 2010, the audited consolidated interim financial statements of the Corporation for the three and six month periods ended June 30, 2010, together with the notes thereto and the related management’s discussion and analysis dated August 9, 2010 and the information in the Preliminary Prospectus and the Final Prospectus under the headings “Consolidated Capitalization” on page [4], “Auditors’ Consent” on page A-1 and “Auditors’ Consent” on page A-2 (collectively, the “Financial Information”), as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and accurate translation of the English language version thereof; and (vi) opinions of Deloitte & Touche LLP dated the date of the Preliminary Prospectus and the date of the Final Prospectus, respectively, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Selling Shareholder, the Corporation and the Directors, to the effect that the French language version of the Financial Information contained in the Preliminary Prospectus and the Final Prospectus is, in all material respects, a complete and accurate translation of the English language version thereof.

Deliveries on Filing. On or prior to the day of the filing of a Prospectus or Registration Statement, as applicable, Tahoe shall deliver to Goldcorp and each of the Underwriters: (i) a copy of such Prospectus, signed and certified as required by the Canadian Securities Laws; (ii) a copy of any other document required to be filed along with the Prospectus by Xxxxx Tahoe under the Canadian Securities Laws; (iii) a copy of the Initial Registration Statement, the Amendment No. 1 to the Initial Registration Statement and the Amendment No. 2 to the Initial Registration Statement, as applicable, in each case signed as required by the U.S. Securities Act and the rules and regulations of the SEC thereunder and any documents included as exhibits to any such registration statement; (iv) any Registration Statement Amendment required to be filed, signed as required by the U.S. Securities Act and the rules and regulations of the SEC thereunder and any documents included as exhibits to the Registration Statement Amendment; and (v) in respect of the filing of the Final Prospectus, one or more “long form” comfort letters from Tahoe’s Auditors and Rio Alto’s Auditors, dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no more than two Business Days prior to the date of the Final Prospectus), addressed to the Underwriters, Goldcorp, and the directors of Tahoe in form and substance satisfactory to the Underwriters, with respect to certain financial and accounting information contained or incorporated by reference in the Final Prospectus, the U.S. Final Prospectus and the Registration Statement which letter shall be in addition to the independent auditor’s letters required to be filed with, the Final Prospectus.

Deliveries on Filing. On or prior to In connection with the day filings of the filing of a Preliminary Prospectus or Registration StatementFinal Prospectus, as applicablethe case may be, Tahoe under the Canadian Securities Laws, the Corporation shall as soon as practicable deliver to Goldcorp and each of the Underwriters: (i) a copy of such the Preliminary Prospectus or Final Prospectus, as applicable, including all Documents Incorporated by Reference, in the English language signed and certified by the Corporation and the Fund as required by the Canadian Securities LawsLaws applicable in the Qualifying Jurisdictions; (ii) a copy of the Preliminary Prospectus or Final Prospectus, as applicable, including all Documents Incorporated by Reference, in the French language signed and certified by the Corporation and the Fund as required by the Canadian Securities Laws applicable in the Province of Quebec; (iii) a copy of any other document required to be filed along by the Corporation or the Fund in compliance with the Prospectus by Xxxxx under the Canadian Securities Laws; (iiiiv) a copy opinions of Quebec Counsel to the Corporation and Quebec Counsel to the Fund addressed to the Underwriters, the Corporation, the Fund, Counsel to the Corporation, Counsel to the Fund and Counsel to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Initial Registration Statement, the Amendment No. 1 to the Initial Registration Statement and the Amendment No. 2 to the Initial Registration Statement, as applicable, in each case signed as required by the U.S. Securities Act and the rules and regulations of the SEC thereunder and any documents included as exhibits to any such registration statement; (iv) any Registration Statement Amendment required to be filed, signed as required by the U.S. Securities Act and the rules and regulations of the SEC thereunder and any documents included as exhibits to the Registration Statement Amendment; and (v) in respect of the filing date of the Final Prospectus, one or more “long form” comfort letters from Tahoe’s to the effect that the French language version of each of the Preliminary Prospectus and the Final Prospectus, respectively, including all Documents Incorporated by Reference, except for the financial information included in the Preliminary Prospectus and the Final Prospectus, respectively, and in the Documents Incorporated by Reference, as to which no opinion need be expressed, is in all material respects a reasonable and proper translation of the English language version thereof and that such English and French language versions are not susceptible to any materially different interpretation with respect to any material matter contained therein; (v) opinions of the Auditors of the Corporation and Rio Alto’s Auditorsthe Fund addressed to the Underwriters, the Corporation, the Fund, Counsel to the Underwriters, Counsel to the Corporation and Counsel to the Fund, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the date of the Final Prospectus, to the effect that the French language version of any financial information included in the Preliminary Prospectus and the Final Prospectus respectively, and in the Documents Incorporated by Reference is in all material respects a complete and proper translation of the English language version thereof and that such English and French language versions are not susceptible to any materially different interpretation with respect to any material matter contained therein; (vi) a "long-form" comfort letter of the Auditors of the Corporation and the Fund dated as of the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no more than Auditors of the Corporation within two Business Days prior to of the date of the Final Prospectus), ) addressed to the Underwriters, Goldcorpthe Fund, and the directors of Tahoe Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to certain financial and accounting information contained or incorporated by reference relating to the Corporation and the Fund and other numerical data in the Final Prospectus, the U.S. Final Prospectus and the Registration Statement including all Documents Incorporated by Reference, which letter shall be in addition to the independent auditor’s auditors' reports incorporated by reference into or included in the Prospectus, and the auditors' comfort letters required addressed to be filed with, the securities regulatory authorities in the Qualifying Jurisdictions; and (vii) on or before the date of the Final ProspectusProspectus evidence satisfactory to the Underwriters and Counsel to the Underwriters, acting reasonably, that the Purchased Securities have been conditionally approved for listing on the TSX, subject to satisfaction of certain usual conditions set out therein.