Common use of Documents to be delivered by the Optionee prior to the Closing Date Clause in Contracts

Documents to be delivered by the Optionee prior to the Closing Date. Subject to the prior and due and complete exercise of by the Optionee of the Option in accordance with Article “2” hereinabove, and not later than five calendar days prior to the Closing Date and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles “2” and “5” hereinabove, the Optionee shall also execute and deliver, or cause to be delivered, to the Escrow Agent all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the Optionors, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Share issuance as contemplated in Section 2.2 hereof, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer to the Optionee (or, at the sole and absolute discretion of the Optionee, to such other entity or subsidiary as may be determined by the Optionee prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Assets free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) a Closing agenda; (b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Optionee approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Optionee holding 100% of the issued shares of the Optionee providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby; (c) a certified copy of the resolutions of the directors of the Optionee providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby; (d) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Optionee; (e) a certificate of an officer of the Optionee, dated as at the Closing Date, acceptable in form to counsel for the Optionors, acting reasonably, certifying that the representations, warranties, covenants and agreements of the Optionee contained in this Agreement are true and correct in all respects as of the Closing Date as if made by the Optionee on the Closing Date; (f) written evidence and confirmation, to the sole and absolute satisfaction of the Optionors, acting reasonably, of the prior due and complete exercise of the Option by the Optionee and in particular including, without limitation, the completion of the Share issuance contemplated in section 2.2 hereof and any required Consulting Arrangements together with the payment of all Assets maintenance payments prior to Closing; (g) the Net Smelter Returns royalties granted to Gareste set forth under Clause 2.2 (d) above; and (h) all such other documents and instruments as the Optionors and the Optionors’ counsel may reasonably require.

Documents to be delivered by the Optionee prior to the Closing Date. Subject to the prior and due and complete exercise of by the Optionee of the Option in accordance with Article “2” hereinabove, and not Not later than five calendar days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles “"2” " and “"5” " hereinabove, the Optionee shall also execute and deliver, or cause to be delivered, to the Escrow Agent all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the OptionorsOptionor and the Company, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Share issuance as contemplated in Section 2.2 hereof, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer to the Optionee (orproposed Purchaser under the proposed Sale of all right, at the sole title and absolute discretion of the Optionee, to such other entity or subsidiary as may be determined by the Optionee prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Assets Optioned Shares free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) a Closing agenda; (b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Optionee approving the terms and conditions of this Agreement and all of the transactions contemplated hereby and by the proposed Sale or, in the alternative, shareholders of the Optionee holding 100over 50% of the issued shares of the Optionee providing the Exchange with written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated herebyproposed Sale; (c) a certified copy of the resolutions of the directors of the Optionee providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby; (d) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Optionee;; and (e) a certificate of an officer of the Optionee, dated as at of the Closing Date, acceptable in form to counsel the solicitors for the OptionorsOptionor and the Company, acting reasonably, certifying that the representations, warranties, covenants and agreements of the Optionee contained in this Agreement are true and correct in all respects as of the Execution Date of this Agreement and will be true and correct as of the Closing Date as if made by the Optionee on the Closing Date; (f) written evidence and confirmation, to the sole and absolute satisfaction of the Optionors, acting reasonably, of the prior due and complete exercise of the Option by the Optionee and in particular including, without limitation, the completion of the Share issuance contemplated in section 2.2 hereof and any required Consulting Arrangements together with the payment of all Assets maintenance payments prior to Closing; (g) the Net Smelter Returns royalties granted to Gareste set forth under Clause 2.2 (d) above; and (h) all such other documents and instruments as the Optionors and the Optionors’ counsel may reasonably require.