Common use of Expenditure Statement and Audit Clause in Contracts

Expenditure Statement and Audit. An itemized statement of Expenditures incurred in any period certified to be correct by an officer of the Optionee shall be conclusive evidence of the making of such Expenditures unless within 30 days of receipt of such statement the Optionor delivers a notice to the Optionee detailing its objections to the statement. If the Optionor delivers an objection within such 30 day period, then the Optionor shall be entitled to request that the auditors of the Optionee audit the Expenditures provided for in the statement of Expenditures that is the subject of the objection notice, and (a) if the auditors determine that the statement of Expenditures was accurate within five (5%) percent of actual Expenditures or that actual Expenditures incurred exceed the statement of Expenditures by more than five (5%) percent of those stated, then the costs of the audit will be borne by the Optionor, and if the excess Expenditures (i) relate to the exercise of the first stage of the Initial Option, then they will be credited towards Expenditures required to exercise the second stage of the Initial Option, unless the Optionor has elected to form the Joint Venture under section 3.13; (ii) relate to the exercise of the second stage of the Initial Option or the Optionor has elected to form the Joint Venture under section 3.13, then they will be credited towards the contributions required to be made by the Optionee under the Joint Venture Agreement; (b) if the auditors determine that the statement of Expenditures overstated Expenditures actually made by greater than a five (5%) percent margin, then the costs of the audit will be borne by the Optionee and whatever the overstatement only the actual Expenditures so determined will constitute Expenditures for the purposes of Section

Expenditure Statement and Audit. An itemized statement of Expenditures incurred in any period certified to be correct by an officer of the Optionee shall be conclusive evidence of the making of such Expenditures unless within 30 days of receipt of such statement the Optionor delivers a notice to the Optionee detailing its objections to the statement. If the Optionor delivers an objection within such 30 day period, then the Optionor shall be entitled to request that the auditors of the Optionee audit the Expenditures provided for in the statement of Expenditures that is the subject of the objection notice, and (a) if the auditors determine that the statement of Expenditures was accurate within five (5%) percent of actual Expenditures or that actual Expenditures incurred exceed the statement of Expenditures by more than five (5%) percent of those stated, then the costs of the audit will be borne by the Optionor, and if the excess Expenditures (i) relate to the exercise of the first stage of the Initial Option, then they will be credited towards Expenditures required to exercise the second stage of the Initial Option, unless the Optionor has elected to form the Joint Venture under section 3.13; (ii) relate to the exercise of the second stage of the Initial Option or the Optionor has elected to form the Joint Venture under section 3.13, then they will be credited towards the contributions required to be made by the Optionee under the Joint Venture Agreement; (b) if the auditors determine that the statement of Expenditures overstated Expenditures actually made by greater than a five (5%) percent margin, then the costs of the audit will be borne by the Optionee and whatever the overstatement only the actual Expenditures so determined will constitute Expenditures for the purposes of SectionSection 3.2 or Section 3.3, as applicable. If any such determination results in a deficiency in the amount of Expenditures required to be incurred by an Anniversary Date under Section 3.2 or Section 3.4 in order to exercise the first or second stage of the Initial Option, then the Optionee may pay to the Optionor with 30 days after such determination the amount equal to the deficiency, and such payment will be deemed to be a payment of cash in lieu of Expenditures made under Section 3.7 as of the relevant Anniversary Date. The auditors' determination of Expenditures will be final and determinative of the amounts stated in the statement in question, and will not be subject to arbitration hereunder.

Expenditure Statement and Audit. An itemized statement of Expenditures incurred in any period certified to be correct by an officer of the Optionee shall be conclusive evidence of the making of such Expenditures (each, an “Expenditure Certificate”) unless within 30 60 days of receipt of such statement the Optionor delivers a notice written objection to the Optionee detailing its objections statement to the statementOptionee. If the Optionor delivers an a written objection within such 30 60 day period, then the Optionor shall be entitled to request that an independent auditor appointed by the auditors of the Optionee Optionor audit the Expenditures provided for in the statement of Expenditures that is the subject of the objection noticewritten objection, and: (a) if the auditors determine that the statement of Expenditures was is accurate within five (5%) percent of actual Expenditures or that actual Expenditures incurred exceed the statement of Expenditures by more than five (5%) percent of those stated, then the costs of the audit will be borne by the Optionor, and if the excess Expenditures (i) relate to the exercise of the first stage of the Initial Option, then they will be credited towards Expenditures required to exercise the second stage of the Initial Option, unless the Optionor has elected to form the Joint Venture under section 3.13; (ii) relate to the exercise of the second stage of the Initial Option or the Optionor has elected to form the Joint Venture under section 3.13, then they will be credited towards the contributions cash payments or number of Shares required to be made issued to exercise the Initial Option (calculated by the Optionee under number of Shares multiplied by the Joint Venture Agreement;deemed price thereof), at the election of the Optionee; or (b) if the auditors determine that the statement of Expenditures overstated overstates Expenditures actually made (whether by inclusion of ineligible costs, inflation of costs or for any other reason) by greater than a five (5%) percent margin, then the costs of the audit will be borne by the Optionee (and shall not be an eligible Expenditure) and whatever the overstatement overstatement, only the actual Expenditures so determined will constitute Expenditures for the purposes of SectionArticle 3, as applicable. If any such determination results in a deficiency in the amount of Expenditures required to be incurred under Article 3, then the Optionee, at its sole election, may pay to the Optionor within 30 days after such determination the amount equal to the shortfall in Expenditures or it may credit and incur an additional amount of Expenditures equal to the shortfall in Expenditures within 60 days thereafter or such longer period as agreed by the Optionor acting reasonably and such additional amount shall be deemed to satisfy such shortfall in Expenditures. The auditors’ determination of Expenditures will be final and determinative of the amounts stated in the statement in question, and will not be subject to arbitration hereunder.

Expenditure Statement and Audit. An itemized statement of Expenditures Expenditures, inclusive of copies of all receipts and invoices, incurred in any period certified to be correct by an officer of the Optionee shall be conclusive evidence of the making of such Expenditures unless within 30 days of receipt of such statement the Optionor delivers a notice to the Optionee detailing its objections to the statement. If the Optionor delivers an objection within such 30 day period, then the Optionor shall be entitled to request that the auditors of the Optionee audit the Expenditures provided for in the statement of Expenditures that is the subject of the objection notice, and: (a) if the auditors determine that the statement of Expenditures was accurate within five (5%) percent of actual Expenditures or that actual Expenditures incurred exceed the statement of Expenditures by more than five (5%) percent of those stated, then the costs of the audit will be borne by the Optionor, and if the excess Expenditures (i) relate to the exercise of the first stage of the Initial Option, then they will be credited towards Expenditures required to exercise the second stage of the Initial Optionif any, unless the Optionor has elected to form the Joint Venture under section 3.13; (ii) relate to the exercise of the second stage of the Initial Option or the Optionor has elected to form the Joint Venture under section 3.13, then they will be credited towards the contributions required to be made by the Optionee under the Joint Venture Agreement;; or (b) if the auditors determine that the statement of Expenditures overstated Expenditures actually made by greater than a five (5%) percent margin, then the costs of the audit will be borne by the Optionee and whatever the overstatement overstatement, only the actual Expenditures so determined will constitute Expenditures for the purposes of SectionSection 3.3 or Section 3.4, as applicable. If any such determination results in a deficiency in the amount of Expenditures required to be incurred by an Anniversary Date under Section 3.3 or Section 3.4 in order to exercise the Option, then the Optionee may pay to the Optionor with 30 days after such determination the amount equal to the deficiency, and such payment will be deemed to be a payment of cash in lieu of Expenditures made under Section 3.4 as of the relevant Anniversary Date. The auditors’ determination of Expenditures will be final and determinative of the amounts stated in the statement in question, and will not be subject to arbitration hereunder.

Expenditure Statement and Audit. An Unless waived in writing by the Non-operating Party, within 60 days following the expiry of a year or other applicable period during the Option Period, the Operator must provide the Non-operating Party with a certified itemized statement of Expenditures Expenditure incurred during that year or other applicable period. The itemized statement of Expenditure incurred in any period certified to be correct by an officer of the Optionee shall Operator will be conclusive evidence of the making of such Expenditures the Expenditure recorded in the statement unless within 30 the 60 days of after making receipt of such that statement (“Objection Period”) the Optionor Non-Operating Party delivers a notice written detailed objection to the Optionee detailing its objections statement to the statementOperator. If the Optionor Non-operating party delivers such an objection within such 30 day periodobjection, then the Optionor shall it will be entitled to request that the auditors auditor of the Optionee Operator audit the Expenditures provided for Expenditure recorded in the statement of Expenditures Expenditure that is the subject of the objection notice, andobjection. At the conclusion of the audit: (a) if the auditors determine auditor determines that the statement of Expenditures Expenditure was accurate within five (5%) 3% percent of actual Expenditures or that actual Expenditures incurred exceed the statement of Expenditures by more than five (5%) percent of those statedExpenditure, then the reasonable costs of the audit will be borne by the Optionor, and if the excess Expenditures (i) relate to the exercise of the first stage of the Initial Option, then they will be credited towards Expenditures required to exercise the second stage of the Initial Option, unless the Optionor has elected to form the Joint Venture under section 3.13; (ii) relate to the exercise of the second stage of the Initial Option or the Optionor has elected to form the Joint Venture under section 3.13, then they will be credited towards the contributions required to be made by the Optionee under the Joint Venture Agreement;Non-operating Party; or (b) if the auditors determine auditor determines that the statement of Expenditures Expenditure overstated Expenditures or understated Expenditure actually made by greater than a five (5%) percent 3% margin, then the costs of the audit will be borne by the Optionee Operator and the Operator shall, within 20 Business Days, repay the full amount of the overstatement (together with interests therein at the rate of 10% per annum) to Eldorado. and, in all events and whatever the overstatement misstatement, only the actual Expenditures Expenditure so determined will constitute Expenditures Expenditure for the purposes purpose of Sectionthis Agreement. Despite anything in this Agreement to the contrary, the auditor’s determination of Expenditure will be final and determinative of the amounts stated in the statement in question, and will not be or constitute a Dispute subject to Section 15. For the greater certainty, the costs of any such audit will not constitute Expenditure under this Agreement.

Expenditure Statement and Audit. An On or before January 31 of each year, Silver Dollar will provide an itemized statement of the aggregate Expenditures incurred in any period the preceding calendar year ("Expenditures Statement"), certified to be correct by an officer of the Optionee shall Silver Dollar, and such Expenditures Statement will be conclusive evidence of the making of such Expenditures recorded in the statement unless within 30 the 60 days of after receipt of such that statement the Optionor First Majestic delivers a notice written and detailed objection to the Optionee detailing its objections statement to the statementSilver Dollar. If the Optionor First Majestic delivers such an objection within such 30 day periodobjection, then the Optionor shall it will be entitled to request have such Expenditures Statement audited by an independent firm of Chartered Professional Accountants of First Majestic's choice. At the conclusion of that the auditors of the Optionee audit the Expenditures provided for in the statement of Expenditures that is the subject of the objection notice, andaudit: (a) if the auditors determine auditor determines that the statement of Expenditures Statement was accurate within five (5%) percent of actual Expenditures or that actual Expenditures incurred exceed the statement of Expenditures by more than five (5%) percent of those stated10% percent, then the costs cost of the audit will be borne by the Optionor, and if the excess Expenditures (i) relate to the exercise of the first stage of the Initial Option, then they will be credited towards Expenditures required to exercise the second stage of the Initial Option, unless the Optionor has elected to form the Joint Venture under section 3.13; (ii) relate to the exercise of the second stage of the Initial Option or the Optionor has elected to form the Joint Venture under section 3.13, then they will be credited towards the contributions required to be made by the Optionee under the Joint Venture Agreement;First Majestic; or (b) if the auditors determine auditor determines that the statement of Expenditures Statement overstated or understated Expenditures actually made funded by greater than a five (5%) percent 10% margin, then the costs of the audit will be borne by Silver Dollar and: (i) if the Optionee auditor determines that the Expenditures Statement overstated the amount of aggregate Expenditures funded and whatever results in a deficiency in the overstatement only Minimum Expenditure Requirement, then Silver Dollar will pay to the First Majestic Parties, within 30 days after such determination, the amount equal to the shortfall in aggregate Expenditures, and such payment will be deemed to be a payment of cash in lieu of aggregate Expenditures, in advance of the relevant due date specified in Section 4.2(b) and the actual Expenditures so determined determined, plus such payment of cash in lieu of aggregate Expenditures, will constitute Expenditures be counted towards Minimum Expenditure Requirements for the purposes of SectionSection 4.2; and (ii) if the auditor determines that the Expenditures Statement understated the amount of aggregate Expenditures funded, then the actual Expenditures funded will be counted towards Minimum Expenditure Requirements for the purposes of Section 4.2. Despite anything in this Agreement to the contrary, the auditor’s determination of aggregate Expenditures will be final and determinative of the amounts stated in the statement in question, and will not be subject to arbitration under Article 10. If an objection under this Section is delivered by First Majestic which relates to whether the First Option Exercise Date has occurred and an audit is conducted, the effective First Option Exercise Date, as the case may be, will be designated by the auditor.

Expenditure Statement and Audit. An itemized statement of Expenditures incurred in any period certified to be correct by an officer of the Optionee The Expenditure Statement shall be constitute conclusive evidence of the making of such Expenditures unless within 30 60 days of receipt of such statement the Optionor delivers a notice to Expenditure Statement the Optionee detailing its objections Sellers deliver an objection to the statement. If the Optionor delivers such an objection within such 30 day periodis duly delivered, then the Optionor Sellers and Purchaser shall be entitled agree within 10 days of Sellers’ objection to request that the appointment of independent auditors, not being existing auditors of either of the Optionee Sellers or Purchaser (or if the Sellers and Purchaser can not agree within such period, one of the Big Four international accountancy firms with an office or licensee in Turkey, such firm not being existing auditors of either Sellers or Purchaser) to audit within 30 days of such appointment the Expenditures provided for in the statement of Expenditures that is Expenditure Statement subject to the subject objection. If such auditor declines the appointment, the parties agree to submit the matter to administered expertise proceedings in accordance with the Rules for Expertise of the objection notice, andInternational Chamber of Commerce. At the conclusion of such audit or proceedings: (a) if the auditors determine that the statement of Expenditures was accurate within five actually incurred are either (5%i) percent of actual Expenditures in any event more than the Minimum Option Expenditure amount or that actual Expenditures incurred (ii) exceed the statement of Expenditures by more than five (5%) three percent of those statedthe Expenditures in the Expenditure Statement, then the costs of the audit will be borne by the Optionor, and if the excess Expenditures (i) relate to the exercise of the first stage of the Initial Option, then they will be credited towards Expenditures required to exercise the second stage of the Initial Option, unless the Optionor has elected to form the Joint Venture under section 3.13; (ii) relate to the exercise of the second stage of the Initial Option or the Optionor has elected to form the Joint Venture under section 3.13, then they will be credited towards the contributions required to be made by the Optionee under the Joint Venture AgreementSellers; (b) if the auditors determine that the statement of Expenditures overstated Expenditures actually made incurred are less than the Minimum Option Expenditure and are less than the Expenditures in the Expenditure Statement by greater than a five (5%) percent marginover three percent, then the costs of the audit will be borne by the Optionee Purchaser and whatever the overstatement only the actual Expenditures so determined to have been actually made will constitute Expenditures for the purposes of SectionSection 2.2; and (c) if any such auditors’ determination results in Expenditure actually incurred being less than the Minimum Option Expenditure, then the Purchaser may pay to the Sellers within 10 days after such determination the amount equal to the shortfall in the Minimum Option Expenditure, and such payment will be deemed to be a payment of cash in lieu of Expenditures (as permitted under Section 2.4) made in advance of the end of the Option Period. The auditors’ determination of Expenditures will be final and determinative and will not be subject to arbitration or dispute hereunder.