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

Documents to be delivered by the Vendor prior to the Closing Date. Not later than two business 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 hereinabove, the Vendor shall also execute and deliver, or cause to be delivered, to the Purchaser and/or the Escrow Agent (as defined below), as applicable, all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Purchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary assignment all of the Rights to the Purchaser under the Acquisition free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) if required by applicable corporate law, a certified copy of an ordinary (or special) resolution of the shareholders of the Vendor approving the terms and conditions of this Agreement and the transactions contemplated hereby and thereby; (b) all documentation as may be necessary and as may be required by counsel for the Purchaser, acting reasonably, to ensure that all of the Rights have been transferred, assigned and are registerable in the name of and for the benefit of the Purchaser under all applicable corporate and securities laws; (c) a certified copy of the resolutions of the Board of Directors of the Vendor authorizing the transfer by the Vendor to the Purchaser of the Rights; (d) written evidence, satisfactory to the Purchaser in its sole and absolute discretion, acting reasonably, that each of the Conditions Precedent continue to be satisfied; (e) any remaining Business Documentation not previously provided; (f) all necessary consents and approvals in writing to the completion of the transactions contemplated herein; (g) a certificate of an officer from the Vendor, dated as of the Closing Date, acceptable in form to counsel for the Purchaser, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Vendor contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Vendor on the Closing Date; and (h) all such other documents and instruments as the Purchaser's counsel may reasonably require.

Documents to be delivered by the Vendor prior to the Closing Date. Not Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not later than two business three 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 Vendor shall also execute and deliver, or cause to be delivered, to the Purchaser and/or the Escrow Agent (as defined below), as applicable, all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Purchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary assignment all transfer of an undivided 100% legal, beneficial and registerable interest in and to each of the Rights mineral property interests comprising the Property to the Purchaser under (or, at the Acquisition sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) if required by applicable corporate law, a certified copy of an ordinary (or special) resolution of the shareholders of the Vendor approving the terms and conditions of this Agreement and the transactions contemplated hereby and thereby; (b) all documentation as may be necessary and as may be required by the counsel for the Purchaser, acting reasonably, to ensure that all an undivided 100% legal, beneficial and registerable interest in and to each of the Rights mineral property interests comprising the Property have been duly transferred, assigned and are registerable in the name of and for the benefit of the Purchaser (or, at the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser) under all applicable corporate and securities laws; (cb) a certified copy all necessary deeds, conveyances, bills of sale, assurances, transfers, assignments and consents, including all necessary consents and approvals, and any other documents necessary or reasonably required to effectively transfer an undivided 100% legal, beneficial and registerable interest in and to each of the resolutions of mineral property interests comprising the Board of Directors of the Vendor authorizing the transfer by the Vendor Property to the Purchaser (or, at the sole and absolute discretion of the RightsPurchaser, to such other entity or subsidiary as may be determined by the Purchaser) with good and marketable title, free and clear of all mortgages, liens, charges, pledges, claims, security interests or encumbrances whatsoever excepting the Net Smelter Royalty provided for herein; (d) written evidence, satisfactory to the Purchaser in its sole and absolute discretion, acting reasonably, that each of the Conditions Precedent continue to be satisfied; (e) any remaining Business Documentation not previously provided; (fc) all necessary consents and approvals in writing to the completion of the transactions contemplated hereinherein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over any of the Vendor or any of the mineral property interests comprising the Property; (gd) all necessary consents to act and insider and affiliate filing forms from the Vendor's nominees as may be required by the Purchaser in order to complete the Appointments at Closing together with all regulatory filings associated therewith; (e) a certificate of an officer from the Vendor, dated as of at the Closing Date, acceptable in form to counsel for the Purchaser, acting reasonably, certifying that the representations, warranties, representations, covenants and agreements of the Vendor contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Vendor on the Closing Date; (f) an opinion of counsel for the Vendor, dated as at the Closing Date and addressed to the Purchaser and the Purchaser's counsel, in form and substance satisfactory to the Purchaser's counsel, acting reasonably, to the effect that: (i) the Vendor is the legal and beneficial owner of all of the mineral property interests comprising the Property prior to the completion of the transactions contemplated by this Agreement; (ii) the Vendor holds the right to explore and develop each of the mineral property interests comprising the Property and all Property Rights held by the Vendor in and to the mineral property interests comprising the Property; (iii) the Vendor holds all of the mineral property interests comprising the Property free and clear of all liens, charges and claims of others; (iv) the mineral property interests comprising the Property have been duly and validly located and recorded in a good and minerlike manner pursuant to all applicable laws and are in good standing; (v) all necessary steps have been taken by the Vendor to permit the transfer of an undivided 100% legal, beneficial and registerable interest in and to each of the mineral property interests comprising the Property to the Purchaser (or, at the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser) with good and marketable title, free and clear of all mortgages, liens, charges, pledges, claims, security interests or encumbrances whatsoever excepting the Net Smelter Royalty provided for herein; (vi) based on actual knowledge and belief, such counsel knows of no adverse claim or challenge against or to the ownership of or title to any of the mineral property interests comprising the Property or which may impede their development, and, based on actual knowledge and belief, such counsel is not aware of any basis for any potential claim or challenge, and, based on actual knowledge and belief, such counsel knows of no outstanding agreements or options to acquire or purchase any portion of any of the mineral property interests comprising the Property, and no person has any royalty, net profits or other interest whatsoever in any production from any of the mineral property interests comprising the Property; (vii) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against the Vendor which might materially affect any of the mineral property interests comprising the Property or which could result in any material liability to the Vendor or to any of the mineral property interests comprising the Property; and (viii) as to all other legal matters of a like nature pertaining to the Vendor and the mineral property interests comprising the Property and to the transactions contemplated hereby as the Purchaser or the Purchaser's counsel may reasonably require; and (g) any remaining Property Documentation; and (h) all such other documents and instruments as the Purchaser and the Purchaser's counsel may reasonably require.

Documents to be delivered by the Vendor prior to the Closing Date. Not Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not later than two business days one calendar day 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 Vendor shall also execute and deliver, or cause to be delivered, to the Purchaser and/or the Escrow Agent (as defined below), as applicable, all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Purchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary assignment all transfer of an undivided 100% legal, beneficial and registerable interest in and to each of the Rights mineral property interests comprising the Property to the Purchaser under (or, at the Acquisition sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) free and clear of all liens, charges and encumbrancesencumbrances and, and in particular including, but not being limited to, the following materials: (a) if required by applicable corporate law, a certified copy of an ordinary (or special) resolution of the shareholders of the Vendor approving the terms and conditions of this Agreement and the transactions contemplated hereby and thereby; (b) all documentation as may be necessary and as may be required by the counsel for the Purchaser, acting reasonably, to ensure that all an undivided 100% legal, beneficial and registerable interest in and to each of the Rights mineral property interests comprising the Property have been duly transferred, assigned and are registerable in the name of and for the benefit of the Purchaser (or, at the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser) under all applicable corporate laws; (b) all necessary deeds, conveyances, bills of sale, assurances, transfers, assignments and securities lawsconsents, including all necessary consents and approvals, and any other documents necessary or reasonably required to effectively transfer an undivided 100% legal, beneficial and registerable interest in and to each of the mineral property interests comprising the Property to the Purchaser (or, at the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser) with good and marketable title, free and clear of all mortgages, liens, charges, pledges, claims, security interests or encumbrances whatsoever; (c) if required, a certified copy of the resolutions an ordinary resolution or, where required, a special resolution, of the Board of Directors shareholders of the Vendor authorizing approving the transfer by terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Vendor holding 100% of the issued shares of the Vendor providing written consent resolutions evidencing their approval to the Purchaser terms and conditions of this Agreement and all of the Rightstransactions contemplated hereby; (d) written evidence, satisfactory to the Purchaser in its sole and absolute discretion, acting reasonably, that each of the Conditions Precedent continue to be satisfied; (e) any remaining Business Documentation not previously provided; (f) all necessary consents and approvals in writing to the completion of the transactions contemplated hereinherein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over any of the Vendor or any of the mineral property interests comprising the Property; (e) all necessary consents to act and insider and affiliate filing forms from the Vendor's nominees as may be required by the Purchaser in order to complete the Appointments at Closing together with all regulatory filings associated therewith; (f) written evidence of the completion of the PL Amalgamation; (g) a certificate of an officer from the Vendor, dated as of at the Closing Date, acceptable in form to counsel for the Purchaser, acting reasonably, certifying that the representations, warranties, representations, covenants and agreements of the Vendor contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Vendor on the Closing Date; (h) an opinion of counsel for the Vendor, dated as at the Closing Date and addressed to the Purchaser and the Purchaser's counsel, in form and substance satisfactory to the Purchaser's counsel, acting reasonably, to the effect that: (i) the Vendor, either directly or indirectly through its wholly-owned and controlled holding companies, subsidiaries, affiliates, associates or nominees, as the case may be, is the legal and beneficial owner of all of the mineral property interests comprising the Property prior to the completion of the transactions contemplated by this Agreement; (ii) the Vendor holds the right to explore and develop each of the mineral property interests comprising the Property and all Property Rights held by the Vendor in and to the mineral property interests comprising the Property; (iii) the Vendor holds all of the mineral property interests comprising the Property free and clear of all liens, charges and claims of others; (iv) the mineral property interests comprising the Property have been duly and validly located and recorded in a good and minerlike manner pursuant to all applicable laws and are in good standing; (v) all necessary steps have been taken by the Vendor to permit the transfer of an undivided 100% legal, beneficial and registerable interest in and to each of the mineral property interests comprising the Property to the Purchaser (or, at the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser) with good and marketable title, free and clear of all mortgages, liens, charges, pledges, claims, security interests or encumbrances whatsoever; (vi) based on actual knowledge and belief, such counsel knows of no adverse claim or challenge against or to the ownership of or title to any of the mineral property interests comprising the Property or which may impede their development, and, based on actual knowledge and belief, such counsel is not aware of any basis for any potential claim or challenge, and, based on actual knowledge and belief, such counsel knows of no outstanding agreements or options to acquire or purchase any portion of any of the mineral property interests comprising the Property, and no person has any royalty, net profits or other interest whatsoever in any production from any of the mineral property interests comprising the Property; (vii) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against the Vendor which might materially affect any of the mineral property interests comprising the Property or which could result in any material liability to the Vendor or to any of the mineral property interests comprising the Property; and (hviii) as to all other legal matters of a like nature pertaining to the Vendor and the mineral property interests comprising the Property and to the transactions contemplated hereby as the Purchaser or the Purchaser's counsel may reasonably require; and (i) any remaining Property Documentation; and (j) all such other documents and instruments as the Purchaser and the Purchaser's counsel may reasonably require.

Documents to be delivered by the Vendor prior to the Closing Date. Not later than two business days Business 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 hereinabove, the Vendor shall also execute and deliver, or cause to be delivered, to the Purchaser and/or the Escrow Agent (as defined belowherein), as applicable, all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Purchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary assignment transfer of a 100% undivided right, title and interest in and to all of the Rights mineral property interests comprising the Property to the Purchaser under the Acquisition and, subject only to the NSR, free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) if required by applicable corporate law, a certified copy of an ordinary (or special) resolution of the shareholders of the Vendor approving the terms and conditions of this Agreement and the transactions contemplated hereby and therebythereby together with certification of any required notice to all shareholders of the Vendor of such written consent resolutions; (b) all documentation as may be necessary and as may be required by counsel for the Purchaser, acting reasonably, to ensure that all of the Rights have been mineral interests comprising the Property shall be duly transferred, assigned and are registerable in the name of and for the benefit of the Purchaser under all applicable corporate and securities laws; (c) a certified copy of the resolutions of the Board of Directors of the Vendor authorizing the transfer by the Vendor to the Purchaser of a 100% undivided right, title and interest in and to all of the Rightsmineral property interests comprising the Property; (d) written evidence, satisfactory to the Purchaser in its sole and absolute discretion, acting reasonably, that each of the Conditions Precedent continue to be satisfied; (e) any remaining Business Property Documentation not previously provided; (fe) all necessary consents and approvals in writing to the completion of the transactions contemplated herein; (gf) a certificate of an officer from the Vendor, dated as of the Closing Date, acceptable in form to counsel for the Purchaser, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Vendor contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Vendor on the Closing Date; and (hg) all such other documents and instruments as the Purchaser's ’s counsel may reasonably require.