Common use of Ministerial Amendments Clause in Contracts

Ministerial Amendments. Notwithstanding the provisions of Section 11.1, the parties to this Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of Exchangeco, Callco and US Gold shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries as a whole; (b) evidencing the succession of a US Gold Successor and the covenants of the obligations assumed by each such US Gold Successor in accordance with the provisions of ARTICLE 10; (c) making such amendments or modifications not inconsistent with this Agreement, as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of US Gold, Callco and Exchangeco and in the opinion of the Trustee, in reliance upon a certificate of Exchangeco, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors and the Trustee, acting in reliance upon a certificate of Exchangeco, shall be of the opinion that such amendments and modifications will not be prejudicial to the rights or interests of the Beneficiaries as a whole; or (d) making such changes or corrections which, on the advice of counsel to US Gold, Callco, Exchangeco and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of US Gold, Callco and Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries as a whole.

Ministerial Amendments. Notwithstanding the provisions of Section 11.14.4, the parties to this Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of ExchangecoAkerna, Callco and US Gold Exchangeco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries as a wholeholders of the Exchangeable Shares; (b) evidencing the succession of a US Gold Successor Akerna Successors and the covenants of the and obligations assumed by each such US Gold Akerna Successor in accordance with the provisions of ARTICLE 10Article 3; (c) making such amendments or modifications not inconsistent with this Agreement, Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of US GoldAkerna, Callco and Exchangeco and in the opinion of the Trustee, in reliance upon a certificate of Exchangeco, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such boards board of directors and the Trustee, acting in reliance upon a certificate of Exchangeco, shall be of the opinion good faith opinion, after consultation with counsel, that such amendments and or modifications will not be prejudicial to the rights or interests of the Beneficiaries as a wholeholders of the Exchangeable Shares; or (d) making such changes or corrections hereto which, on the advice of counsel to US GoldAkerna, Callco, Exchangeco Callco and the TrusteeExchangeco, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest errorerror contained herein, provided that the board boards of directors of each of US GoldAkerna, Callco and Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights and or interests of the Beneficiaries as a wholeholders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 11.14.4, the parties to this Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of Exchangecothe Parent, Callco and US Gold Exchangeco shall be of the good faith opinion that such additions will not be prejudicial in any material respect to the rights or interests of the Beneficiaries holders of the Exchangeable Shares as a whole; (b) evidencing the succession of a US Gold Successor Parent Successors and the covenants of the and obligations assumed by each such US Gold Parent Successor in accordance with the provisions of ARTICLE 10Article 3; (c) making such amendments or modifications not inconsistent with this Agreement, Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of US Goldthe Parent, Callco and Exchangeco and in the opinion of the Trustee, in reliance upon a certificate of Exchangeco, having in mind the best interests of the Beneficiariesholders of the Exchangeable Shares as a whole, it may be expedient to make, provided that each such boards board of directors and the Trustee, acting in reliance upon a certificate of Exchangeco, shall be of the opinion good faith opinion, after consultation with counsel, that such amendments and or modifications will not be prejudicial in any material respect to the rights or interests of the Beneficiaries holders of the Exchangeable Shares as a whole; or (d) making such changes or corrections hereto which, on the advice of counsel to US Goldthe Parent, Callco, Exchangeco Callco and the TrusteeExchangeco, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest errorerror contained herein, provided that the board boards of directors of each of US Goldthe Parent, Callco and Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial in any material respect to the rights and or interests of the Beneficiaries holders of the Exchangeable Shares as a whole.

Ministerial Amendments. Notwithstanding the provisions of Section 11.14.4, the parties to this Agreement may in writing, writing at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that if the board of directors of each of Exchangecothe Parent, Callco and US Gold Exchangeco shall be of the good faith opinion that such additions will not be prejudicial in any material respect to the rights or interests of the Beneficiaries holders of the Exchangeable Shares as a whole; (b) evidencing the succession of a US Gold Successor Parent Successors and the covenants of the and obligations assumed by each such US Gold Parent Successor in accordance with the provisions of ARTICLE 10Article 3; (c) making such amendments or modifications not inconsistent with this Agreement, Agreement as may be necessary or desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of US Goldthe Parent, Callco and Exchangeco and in the opinion of the Trustee, in reliance upon a certificate of Exchangeco, having in mind the best interests of the Beneficiariesholders of the Exchangeable Shares as a WSLegal\073132\00009\12677454v12 whole, it may be expedient to make, provided that each such boards board of directors and the Trustee, acting in reliance upon a certificate of Exchangeco, shall be of the opinion good faith opinion, after consultation with counsel, that such amendments and or modifications will not be prejudicial in any material respect to the rights or interests of the Beneficiaries holders of the Exchangeable Shares as a whole; or (d) making such changes or corrections hereto which, on the advice of counsel to US Goldthe Parent, Callco, Exchangeco Callco and the TrusteeExchangeco, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest errorerror contained herein, provided that the board boards of directors of each of US Goldthe Parent, Callco and Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial in any material respect to the rights and or interests of the Beneficiaries holders of the Exchangeable Shares as a whole.