MIPA. (1) The MIPA and the schedules to the MIPA form an integral part of this Agreement for all purposes of it.
MIPA. The Member and the Company shall reasonably enforce all of their respective rights, remedies and benefits under and in respect of the MIPA and such Related Agreements, including all rights to payment and indemnification.
MIPA. The body of the MIPA is hereby deleted and replaced in its entirety with Annex 1 attached hereto.
MIPA. Except as otherwise provided herein, the MIPA shall remain in full force and effect.
MIPA. Each of the Issuer and each Subordinated Creditor party hereto acknowledges and agrees that upon the Issuer providing an additional $730,972.60 to Forever 8 Fund, LLC, a Delaware limited liability company (“F8”), from the proceeds of the 2023 Senior Note, the Post-Closing Working Capital Contribution Amount (under and as defined in the MIPA) will be satisfied. In furtherance of the foregoing, the Issuer hereby agrees to promptly (and in any event within two Business Days following receipt thereof) use the proceeds from the initial sale of the Securities (as defined in the 2023 Securities Purchase Agreement) to make a contribution to F8 in an amount not less than $730,972.60 which contributed amount shall constitute Post-Closing Working Capital Contribution Amount (under and as defined in the MIPA). Additionally, each of the Issuer and each Subordinated Creditor party hereto acknowledges and agrees that notwithstanding anything to the contrary herein or in the Subordination Agreement, the subordination provisions set forth in the Subordination Agreement as amended hereby shall apply to the Issuer and such Subordinated Creditor.
MIPA. Notwithstanding anything contained herein to the contrary, this Assignment is made and delivered expressly SUBJECT TO all of the terms, provisions and conditions contained in the MIPA for all purposes. In the event of a conflict or inconsistency between the terms of this Assignment and the MIPA, the terms of the MIPA shall control.
MIPA. The MIPA will provide for the sale of the Equity Interests in exchange for the Acquisition Consideration. The MIPA will contain additional terms and conditions for transactions of the type contemplated in this Term Sheet, including, as applicable: (i) customary representations and warranties in respect of BFGC consistent with those provided to the Augusta Group in connection with the Financing Transaction, (ii) limited representations and warranties regarding organization and existence of the Target; ownership of the Equity Interests; ownership of the Mining Claims; operation of the Target in material compliance with applicable laws and the Permits and Water Rights; absence of material litigation; authority to enter into Definitive Agreements for the Acquisition Transaction; payment of required maintenance and other fees with respect to the Mining Claims; and payment of taxes (the “Representations and Warranties”); (iii) customary interim covenants that require BFGC and the Target to refrain from undertaking any transactions that impact its business or capital structure, including the issuance of any securities between signing and closing (the “Interim Covenants”); (iv) the covenants relating to the Financial Statement Exemption described above in Section C under the headings “- Exemptive Relief” and “- Target Financial Statements”; (v) the conditions precedent to closing described below in Section E under the heading “Conditions to Closing”; (vi) indemnity provisions related to the Conversion and material breach of the Representations and Warranties; (vii) provisions related to the absence of any material adverse change relating to the Mining Claims and Permits during the period between signing and closing; and (viii) dispute resolution procedures. Except for the Representations and Warranties, the Acquisition Transaction will be completed on an “as is, where is” basis without recourse and with no residual or continuing liability of the Barrick Parties or any affiliate thereof with respect to the Acquisition Transaction.
MIPA. The closing of the transactions contemplated by the MIPA shall have occurred concurrently with the Closing.
MIPA. Receipt by the Administrative Agent of MIPA and all documents related thereto, in form and substance satisfactory to the Administrative Agent, together with the consummation of the transactions contemplated therein. For purposes of determining compliance with the conditions specified in this Section 5.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Effective Date specifying its objection thereto.
