Common use of In Favour of all Parties Clause in Contracts

In Favour of all Parties. The obligations of all parties under this Agreement are subject to the fulfillment of the following conditions prior to the Time of Closing or such other time as herein provided: (a) approval of the directors of the Issuer of the Transaction; (b) approval of the directors of PrivCo of the Acquisition; (c) if required by the TSXV, the approval of the shareholders of the Issuer for the delisting of the Issuer Shares from the TSXV; (d) conditional approval, subject to compliance with the usual requirements of the CSE, for the listing of the Resulting Issuer Shares on the CSE; (e) approval of the shareholders of PrivCo of the Acquisition, if required; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Transaction and Name Change; (g) there being no prohibition at law against closing of the Transaction; (h) completion of the transactions contemplated by the FundCo Agreement; (i) completion of the SubCo Acquisition; (j) all consents, orders and approvals required for the completion of the Transaction and transactions ancillary thereto shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to all of the parties hereto, acting reasonably, including without limitation the receipt of the Regulatory Approval; and (k) each of the PrivCo Securityholders receiving Issuer Consideration Shares will have entered into the PrivCo Shareholders Pooling Agreement with the Issuer; (l) this Agreement shall have not been terminated in accordance with Article 10 of this Agreement. The conditions precedent set forth above are for the benefit of all parties and may only be waived in writing by the Issuer and PrivCo for itself, and on behalf of the PrivCo Securityholders, in whole or in part on or before the Time of Closing.

In Favour of all Parties. The obligations of all parties under this Agreement are Each Party’s obligation to satisfy their respective covenants herein and consummate the Transactions is subject to the fulfillment satisfaction, on or before the Closing Date (or such other date as otherwise may be specifically indicated), of the following conditions prior conditions, any of which may be waived by mutual consent of the Parties subject to the Time satisfaction or in absence of Closing such further conditions with respect to the giving of such waiver, and without prejudice to their rights to rely on one or such more other time as herein providedconditions precedent: (a) approval of effective upon the directors of Closing, the Issuer of shall change its name to “South American Lithium Corp.”, or such other name as the TransactionIssuer and the Target shall agree; (b) approval effective upon the Closing, the board of directors of the directors Resulting Issuer shall be reconstituted to consist of PrivCo of no more than five members, comprising the Acquisitionfollowing persons: (i) Xxx Xxxxx; (ii) Xxxxxxx Xxxxxx; (iii) Xxxxxx Xxxxx; (iv) Xxxxxxxx XxXxxxx; and (v) Xxxx xx Xxxxxx; (c) if required by effective upon the TSXVClosing, the approval of management shall be reconstituted to comprise the shareholders of the Issuer for the delisting of the Issuer Shares from the TSXVfollowing persons: (i) Xxxxxx Xxxxx – Chief Executive Officer and President; and (ii) Xxxxxxxxx Xxxxxxx – Chief Financial Officer and Corporate Secretary; (d) conditional approvalall necessary documents, subject approvals and consents shall be obtained to compliance with effect the usual requirements appointments to the board of directors and the CSE, for the listing management of the Resulting Issuer Shares on the CSEdescribed in Sections 7.1(b) and 7.1(c); (e) approval neither the Issuer nor the Target shall have issued any further securities without the consent of the shareholders of PrivCo other Party, other than as contemplated herein, or in the case of the Acquisition, if requiredTarget in connection with the Concurrent Financing; (f) the Concurrent Financing shall have been completed for gross proceeds of not less than $1,200,000, unless the Target has obtained the prior written consent of the Issuer to amend the terms of the Concurrent Financing, provided that the Parties have sufficient working capital to meet the minimum listing requirements prescribed by the Exchange; (g) The Target shall have received the requisite approval of its shareholders for the Continuation and the Continuation shall have been completed prior to the Effective Time; (h) each of Subco and the Target shall have received the requisite approval of their respective shareholders for the adoption of this Agreement and the completion of the Amalgamation as required by the BCBCA, and shall have taken all necessary steps so that the Amalgamation may be effected; (i) all Regulatory Approvals and third party consents or approvals that are necessary or advisable for the consummation of the Transactions, including, but not limited to, receipt of all necessary approvals from the CSE of the Fundamental Change and for the listing thereon of the Resulting Issuer Shares, including the Issuer Consideration Shares issuable in connection with the Amalgamation (subject to the CSE’s ordinary listing requirements), all on terms satisfactory to each of the Parties hereto, acting reasonably; (j) there shall be no material action, cause of action, claim, demand, suit, investigation or other proceedings in progress, pending or threatened against or affecting any of the Issuer, Subco, the Target or any such company's respective officers and directors, at law or in equity, or before any Governmental Authority, which involve the reasonable likelihood of any judgment or liability against any of the Parties; and (k) there shall not be in force any prohibition at law, order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Transaction and Name Change; (g) there being no prohibition at law against closing of the Transaction; (h) completion of the transactions contemplated by the FundCo Agreement; (i) completion of the SubCo Acquisition; (j) all consents, orders and approvals required for the completion of the Transaction and transactions ancillary thereto shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to all of the parties hereto, acting reasonably, including without limitation the receipt of the Regulatory Approval; and (k) each of the PrivCo Securityholders receiving Issuer Consideration Shares will have entered into the PrivCo Shareholders Pooling Agreement with the Issuer; (l) this Agreement shall have not been terminated in accordance with Article 10 of this Agreement. The conditions precedent set forth above are for the benefit of all parties and may only be waived in writing by the Issuer and PrivCo for itself, and on behalf of the PrivCo Securityholders, in whole or in part on or before the Time of ClosingTransactions.

In Favour of all Parties. The obligations of all parties the Parties under this Agreement are subject to the fulfillment of the following conditions at or prior to the Time of Closing or such other time as herein provided:toFitrhset ClosinDg ate,unless otherwise indic,a(teodgether, □WC□loKs□inHg□C□on□di³tion□s´□□□□ (a) approval receipt of the directors of the Issuer of the Transaction; (b) approval of the directors of PrivCo of the Acquisition; (c) if required by the TSXV, the approval of the shareholders of the Issuer for the delisting of the Issuer Shares from the TSXV; (d) conditional approval, subject to compliance with the usual requirements of the CSE, for the listing of the Resulting Issuer Shares on the CSE; (e) approval of the shareholders of PrivCo of the AcquisitiontheCSEApproval, if required; (fb) there shall not no pending or threatened action, suit or proceeding by any GovernmAeunthtaolrity or other Person, in each case having a reasonable likelihood of success, and no Applicable Law or Authorization will be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreementeffect, including, without limitation, the Transaction and Name Change; (g) there being no prohibition at law against closing of the Transaction; (h) completion of the transactions contemplated by the FundCo Agreement;which: (i) completion makes the consummation of the SubCo AcquisitionthTeransactionillegal or otherwise enjoins or prohibits theTransaction, or any transaicotns otherwise contemplated hereby; (jii) all consentsrenders this Agreemenotr the Transactionunenforceable in any way or frustrates the purpose and intent hereof or thereof; or (iii) has had or would be reasonably expected to have a Material Adverse Effect on any Party; (c) the Regulatory Approvals, orders and approvals required for the completion of the Transaction and transactions ancillary thereto shall any applicable third party approvals, if any, will have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances, all on terms and conditions satisfactory to all of the parties heretoParties, in each case acting reasonably; (d) Mag One and Xxxxxxx Xxxxxxxx will have entered into a consultingeeamgrent on terms acceptable to Mag One, including without limitation Blue Lagoon and Xx. Xxxxxxxx; (e) MOPI will have transferred to Mag One the receipt of License Agreemweitnht Tech Magnesium, so that Mag One holds the Regulatory Approvalexclusive licentoseuse and optionot acquire a 100% ownership ofthe thermaltechnology to produce magsniuem metal; and (kf) each of At or prior to the PrivCo Securityholders receiving Issuer Consideration Shares will have entered into the PrivCo Shareholders Pooling Agreement with the Issuer; (l) this Agreement shall have not Second Closing DatMe,OPI Shareholder Approval having been terminated obtained in accordance with Article 10 the reirqeuments of this Agreementall Applicable Laws. The conditions precedent set forth precedenttsfeorth above are for the benefit of all parties thbeenefit ofMOPI, Mag One and Blue Lagoon and may only be waived in writing by the Issuer and PrivCo for itselfwritin, and on behalf of the PrivCo Securityholders, in gin whole or in part on part, by the mutual consentMoOf PI, Mag One and Blue Lagoonon or before the Time of Closing.theFirst Closing Date, unless otherwise indica.xxx

In Favour of all Parties. The obligations of all parties the Parties under this Agreement are subject to the fulfillment of the following conditions at or prior to the Time of Closing or such other time as herein provided:toFitrhset ClosinDg ate,unless otherwise indic,a(teodgether, WC loKs inHg C on di³tion s´ (a) approval receipt of the directors of the Issuer of the Transaction; (b) approval of the directors of PrivCo of the Acquisition; (c) if required by the TSXV, the approval of the shareholders of the Issuer for the delisting of the Issuer Shares from the TSXV; (d) conditional approval, subject to compliance with the usual requirements of the CSE, for the listing of the Resulting Issuer Shares on the CSE; (e) approval of the shareholders of PrivCo of the AcquisitiontheCSEApproval, if required; (fb) there shall not no pending or threatened action, suit or proceeding by any GovernmAeunthtaolrity or other Person, in each case having a reasonable likelihood of success, and no Applicable Law or Authorization will be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreementeffect, including, without limitation, the Transaction and Name Change; (g) there being no prohibition at law against closing of the Transaction; (h) completion of the transactions contemplated by the FundCo Agreement;which: (i) completion makes the consummation of the SubCo AcquisitionthTeransactionillegal or otherwise enjoins or prohibits theTransaction, or any transaicotns otherwise contemplated hereby; (jii) all consentsrenders this Agreemenotr the Transactionunenforceable in any way or frustrates the purpose and intent hereof or thereof; or (iii) has had or would be reasonably expected to have a Material Adverse Effect on any Party; (c) the Regulatory Approvals, orders and approvals required for the completion of the Transaction and transactions ancillary thereto shall any applicable third party approvals, if any, will have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances, all on terms and conditions satisfactory to all of the parties heretoParties, in each case acting reasonably; (d) Mag One and Xxxxxxx Xxxxxxxx will have entered into a consultingeeamgrent on terms acceptable to Mag One, including without limitation Blue Lagoon and Xx. Xxxxxxxx; (e) MOPI will have transferred to Mag One the receipt of License Agreemweitnht Tech Magnesium, so that Mag One holds the Regulatory Approvalexclusive licentoseuse and optionot acquire a 100% ownership ofthe thermaltechnology to produce magsniuem metal; and (kf) each of At or prior to the PrivCo Securityholders receiving Issuer Consideration Shares will have entered into the PrivCo Shareholders Pooling Agreement with the Issuer; (l) this Agreement shall have not Second Closing DatMe,OPI Shareholder Approval having been terminated obtained in accordance with Article 10 the reirqeuments of this Agreementall Applicable Laws. The conditions precedent set forth precedenttsfeorth above are for the benefit of all parties thbeenefit ofMOPI, Mag One and Blue Lagoon and may only be waived in writing by the Issuer and PrivCo for itselfwritin, and on behalf of the PrivCo Securityholders, in gin whole or in part on part, by the mutual consentMoOf PI, Mag One and Blue Lagoonon or before the Time of Closing.theFirst Closing Date, unless otherwise indica.xxx