Common use of Monthly Reports and Annual Reports Clause in Contracts

Monthly Reports and Annual Reports. 7.1 During the Term and the Extended Term, as the case may be, Entrée shall deliver to Sandstorm a Monthly Report on or before the 15th Business Day after the last day of each calendar month. If Entrée shall receive operating reports from the Operator less frequently than monthly (for example, quarterly), then Entrée shall deliver the contents of the Monthly Report that are impacted by such operating reports to Sandstorm as and when Entrée shall receive the same from the Operator and to the extent that such contents are provided by the Operator. If any such contents are not provided by the Operator to Entrée in time for inclusion in any Monthly Report and are thereafter provided by the Operator to Entrée, Entrée shall deliver the same to Sandstorm forthwith after the receipt of same. Entrée shall continue to deliver Monthly Reports to Sandstorm for items which are not impacted by the contents of the operating reports. 7.2 During the Term and the Extended Term, as the case may be, Entrée shall deliver to Sandstorm an Annual Report on or before 60 days after the last day of each fiscal year, to the extent that the contents of the Annual Report are provided by the Operator to Entrée and if any such contents are not provided by the Operator to Entrée in time for inclusion in the Annual Report and are thereafter provided by the Operator to Entrée, Entrée shall deliver the same to Sandstorm forthwith after the receipt of same. 7.3 Sandstorm shall have the right to dispute an Annual Report. If Sandstorm disputes an Annual Report: (1) Sandstorm shall notify Entrée in writing within 90 days after the delivery of the applicable Annual Report or within 90 days after delivery of any subsequently provided material contents of the Annual Report referred to in section 7.2, as applicable, that it disputes the accuracy of that Annual Report (or any part of the Annual Report) (the “Audit Dispute Notice”); (2) Sandstorm and Entrée shall have 90 days from the date the Audit Dispute Notice is delivered by Sandstorm to resolve the dispute. If Sandstorm and Entrée have not resolved the dispute within such 90 day period, then such dispute shall be resolved in accordance with Article 17. Sandstorm and Entrée may mutually agree to extend the 90 day period in this section 7.3(2) in order to allow the Parties additional time to resolve the dispute; (3) if it is determined in arbitration conducted in accordance with Article 17 that the actual number of ounces and pounds, as applicable, of Sandstorm Payable Metals varies by two percent or less from the number of ounces and pounds, as applicable, of Sandstorm Payable Metals set out in the Annual Report, then the cost of the arbitration shall be borne by Sandstorm; and (4) if it is determined in arbitration conducted in accordance with Article 17 that the number of ounces and pounds, as applicable, of Sandstorm Payable Metals varies by more than two percent from the number of ounces and pounds, as applicable, of Sandstorm Payable Metals set out in the Annual Report, then the cost of the arbitration shall be borne by Entrée. 7.4 If Entrée does not deliver a (draft or final) Monthly Report or an Annual Report as required pursuant to this Article 7, then Sandstorm shall have the right to perform or to cause its representatives or agents to perform, at the cost and expense of Entrée, an audit of the books and records of Entrée and Entrée LLC relevant to the production and delivery of Sandstorm Payable Metals produced during the calendar month or calendar year in question (the “Sandstorm Audit”) in conjunction with the provisions of Article 12. Entrée shall grant Sandstorm or its representatives or agents access to all such books and records on a timely basis. In order to exercise this right, Sandstorm must provide not less than 14 days’ written notice to Entrée of its intention to conduct the Sandstorm Audit. If within seven days of receipt of such notice, Entrée delivers the applicable (draft or final) Monthly Report or Annual Report, as the case may be, then Sandstorm shall have no right to perform the Sandstorm Audit. If Entrée delivers the applicable (draft or final) Monthly Report or Annual Report, as the case may be, before the delivery of the report prepared in connection with the Sandstorm Audit (the “Sandstorm Audit Report”), then the applicable (draft or final) Monthly Report or Annual Report, as the case may be, shall be taken as final and conclusive, subject to the rights of Sandstorm as set forth in section 7.3. Otherwise, absent any manifest or gross error in the Sandstorm Audit Report, the Sandstorm Audit Report shall, subject to the provisions of Article 17, be final and conclusive.

Appears in 3 contracts

Samples: Equity Participation and Funding Agreement (Entree Gold Inc), Equity Participation and Funding Agreement (Entree Gold Inc), Equity Participation and Funding Agreement (Sandstorm Gold LTD)

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Monthly Reports and Annual Reports. 7.1 During the Term and the Extended Term, as the case may be, Entrée shall deliver to Sandstorm a Monthly Report on or before the 15th Business Day after the last day of each calendar month. If Entrée shall receive operating reports from the Operator less frequently than monthly (for example, quarterly), then Entrée shall deliver the contents of the Monthly Report that are impacted by such operating reports to Sandstorm as and when Entrée shall receive the same from the Operator and to the extent that such contents are provided by the Operator. If any such contents are not provided by the Operator to Entrée in time for inclusion in any Monthly Report and are thereafter provided by the Operator to Entrée, Entrée shall deliver the same to Sandstorm forthwith after the receipt of same. Entrée shall continue to deliver Monthly Reports to Sandstorm for items which are not impacted by the contents of the operating reports. 7.2 During the Term and the Extended Term, as the case may be, Entrée shall deliver to Sandstorm an Annual Report on or before 60 days after the last day of each fiscal year, to the extent that the contents of the Annual Report are provided by the Operator to Entrée and if any such contents are not provided by the Operator to Entrée in time for inclusion in the Annual Report and are thereafter provided by the Operator to Entrée, Entrée shall deliver the same to Sandstorm forthwith after the receipt of same. 7.3 Sandstorm shall have the right to dispute an Annual Report. If Sandstorm disputes an Annual Report: (1) Sandstorm shall notify Entrée in writing within 90 days after the delivery of the applicable Annual Report or within 90 days after delivery of any subsequently provided material contents of the Annual Report referred to in section 7.2, as applicable, that it disputes the accuracy of that Annual Report (or any part of the Annual Report) (the "Audit Dispute Notice"); (2) Sandstorm and Entrée shall have 90 days from the date the Audit Dispute Notice is delivered by Sandstorm to resolve the dispute. If Sandstorm and Entrée have not resolved the dispute within such 90 day period, then such dispute shall be resolved in accordance with Article 17. Sandstorm and Entrée may mutually agree to extend the 90 day period in this section 7.3(2) in order to allow the Parties additional time to resolve the dispute; (3) if it is determined in arbitration conducted in accordance with Article 17 that the actual number of ounces and pounds, as applicable, of Sandstorm Payable Metals varies by two percent or less from the number of ounces and pounds, as applicable, of Sandstorm Payable Metals set out in the Annual Report, then the cost of the arbitration shall be borne by Sandstorm; and (4) if it is determined in arbitration conducted in accordance with Article 17 that the number of ounces and pounds, as applicable, of Sandstorm Payable Metals varies by more than two percent from the number of ounces and pounds, as applicable, of Sandstorm Payable Metals set out in the Annual Report, then the cost of the arbitration shall be borne by Entrée. 7.4 If Entrée does not deliver a (draft or final) Monthly Report or an Annual Report as required pursuant to this Article 7, then Sandstorm shall have the right to perform or to cause its representatives or agents to perform, at the cost and expense of Entrée, an audit of the books and records of Entrée and Entrée LLC relevant to the production and delivery of Sandstorm Payable Metals produced during the calendar month or calendar year in question (the "Sandstorm Audit") in conjunction with the provisions of Article 12. Entrée shall grant Sandstorm or its representatives or agents access to all such books and records on a timely basis. In order to exercise this right, Sandstorm must provide not less than 14 days' written notice to Entrée of its intention to conduct the Sandstorm Audit. If within seven days of receipt of such notice, Entrée delivers the applicable (draft or final) Monthly Report or Annual Report, as the case may be, then Sandstorm shall have no right to perform the Sandstorm Audit. If Entrée delivers the applicable (draft or final) Monthly Report or Annual Report, as the case may be, before the delivery of the report prepared in connection with the Sandstorm Audit (the "Sandstorm Audit Report"), then the applicable (draft or final) Monthly Report or Annual Report, as the case may be, shall be taken as final and conclusive, subject to the rights of Sandstorm as set forth in section 7.3. Otherwise, absent any manifest or gross error in the Sandstorm Audit Report, the Sandstorm Audit Report shall, subject to the provisions of Article 17, be final and conclusive.

Appears in 2 contracts

Samples: Equity Participation and Funding Agreement (Entree Gold Inc), Equity Participation and Funding Agreement (Entree Gold Inc)

Monthly Reports and Annual Reports. 7.1 (a) During the Term and the Extended Term, as after the case may befirst calendar month during which Au is mined, Entrée extracted, removed, produced or otherwise recovered from the Golden Dream Mine, being after the Commencement of Commercial Production, EGI shall deliver to Sandstorm each of the PURCHASERS a Monthly Report on or before the 15th tenth (10) Business Day after the last day of each calendar month. If Entrée shall receive operating reports from the Operator less frequently than monthly (for example, quarterly), then Entrée shall deliver the contents of the Monthly Report that are impacted by such operating reports to Sandstorm as and when Entrée shall receive the same from the Operator and to the extent that such contents are provided by the Operator. If any such contents are not provided by the Operator to Entrée in time for inclusion in any Monthly Report and are thereafter provided by the Operator to Entrée, Entrée shall deliver the same to Sandstorm forthwith after the receipt of same. Entrée shall continue to deliver Monthly Reports to Sandstorm for items which are not impacted by the contents of the operating reports. 7.2 (b) During the Term and the Extended Term, as the case may be, Entrée EGI shall deliver to Sandstorm each of the PURCHASERS, an Annual Report Report, on or before 60 forty-five (45) days after the last day of each fiscal calendar year, to the extent that the contents of the Annual Report are provided by the Operator to Entrée and if any such contents are not provided by the Operator to Entrée in time for inclusion in the Annual Report and are thereafter provided by the Operator to Entrée, Entrée shall deliver the same to Sandstorm forthwith after the receipt of same. 7.3 Sandstorm (c) Each PURCHASER shall have the right to dispute an Annual ReportReport in accordance with the provisions of this Section 6. If Sandstorm a PURCHASER disputes an Annual Report: : (1i) Sandstorm such PURCHASER shall notify Entrée EGI in writing within 90 ninety (90) days after from the date of delivery of the applicable Annual Report or within 90 days after delivery of any subsequently provided material contents of the Annual Report referred to in section 7.2, as applicable, that it disputes the accuracy of that Annual Report (or any part of the Annual Reportthereof) (the “Audit Dispute Notice”); ; (2ii) Sandstorm such PURCHASER and Entrée EGI shall have 90 thirty (30) days from the date the Audit Dispute Notice is delivered by Sandstorm the PURCHASER to resolve the dispute. If Sandstorm the PURCHASER and Entrée EGI have not resolved the dispute within such 90 the thirty (30) day period, then such dispute the PURCHASER shall be resolved in accordance have the right to require EGI to cause the firm of certified public accountants engaged by EGI to audit or review the Annual Report to examine or re-examine the records relied upon with Article 17. Sandstorm and Entrée may mutually agree respect to extend the 90 day period in this section 7.3(2) in order to allow the Parties additional time to resolve the dispute; (3) if it is determined in arbitration conducted in accordance with Article 17 that the actual number of ounces of Payable Au and pounds, to determine the extent of any variance between such actual amount and the number of ounces of Payable Au as applicable, of Sandstorm Payable Metals set out in the Annual Report. If the amount so determined varies by two five percent (5%) or less from the number of ounces and pounds, as applicable, of Sandstorm Payable Metals Au set out in the Annual Report, then the cost of the arbitration Auditor’s review and determination shall be borne by Sandstormfor the account of the PURCHASER; and (4iv) if it is determined in arbitration conducted in accordance with Article 17 the Auditor’s review and determination concludes that the number of ounces and pounds, as applicable, of Sandstorm Payable Metals Au varies by more than two five percent (5%) from the number of ounces and pounds, as applicable, of Sandstorm Payable Metals Au set out in the Annual Report, then the cost of the arbitration Auditor’s Report shall be borne for the account of EGI; and (v) if either the PURCHASER or EGI disputes the Auditor’s Report and such dispute is not resolved between the Parties within ten (10) days after the date of delivery of the Auditor’s Report, then such dispute shall be resolved by Entréethe dispute mechanism procedures set forth in Section 21. 7.4 (d) If Entrée a PURCHASER has made an overpayment to EGI in accordance with the provisions of Section 3(b), as determined in accordance with this Section 6, EGI shall forthwith refund to the PURCHASER(S), without setoff or deduction, the amount of any such overpayment and until paid, such refund shall bear interest at a rate of Prime plus two percent (2%) per annum. If the PURCHASER(S) have underpaid EGI in accordance with the provisions of Section 3(b), as determined in accordance with this Section 6, the PURCHASERS shall forthwith pay to EGI, without setoff, deduction or defalcation, the amount of any such underpayment and until paid, shall bear interest at a rate of Prime plus two percent (2%) per annum. (e) If EGI does not deliver a (draft or final) Monthly Report or an Annual Report as required pursuant to this Article 7section, then Sandstorm after the time specified therefore and after two (2) weeks of making a written request therefore, each PURCHASER shall have the right to perform or to cause its representatives or agents to perform, at the cost and expense of Entrée, perform an audit of the EGI's books and records of Entrée and Entrée LLC relevant to the production and delivery of Sandstorm Payable Metals Au produced during the calendar month or calendar year in question (the “Sandstorm "PURCHASER Audit”) in conjunction with the provisions of Article 12"). Entrée EGI shall grant Sandstorm the PURCHASERS or its representatives or agents access to all such books and records on a timely basis. In order to exercise this right, Sandstorm PURCHASER must provide not less than 14 seven (7) days’ written notice to Entrée EGI of its intention to conduct the Sandstorm PURCHASER Audit. If within seven (7) days of receipt of such notice, Entrée EGI delivers the applicable (draft or final) Monthly Report or Annual Report, as the case may be, then Sandstorm the PURCHASERS shall have no right to perform the Sandstorm PURCHASER Audit. If Entrée EGI delivers the applicable (draft or final) Monthly Report or Annual Report, as the case may be, before the delivery of the report prepared in connection with the Sandstorm Audit (the “Sandstorm Audit Report”)PURCHASER Audit, then the applicable (draft or final) Monthly Report or Annual Report, as the case may be, shall be taken as final and conclusive, subject to the rights of Sandstorm the PURCHASERS as set forth in section 7.3Section 6(c). Otherwise, absent any manifest or gross error in the Sandstorm Audit Reportauditor's report, the Sandstorm PURCHASER Audit Report shall, subject to the provisions of Article 17, shall be final and conclusiveconclusive and EGI shall not have the right to dispute its findings.

Appears in 2 contracts

Samples: Mineral Product Receivables Purchase Agreement (Eastern Resources, Inc.), Mineral Product Receivables Purchase Agreement (Eastern Resources, Inc.)

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Monthly Reports and Annual Reports. 7.1 (a) During the Term and the Extended Term, as the case may be, Entrée Brigus shall deliver to Sandstorm a Monthly Report on or before the 15th Business Day after the last day of each calendar month. If Entrée shall receive operating reports from the Operator less frequently than monthly (for example, quarterly), then Entrée shall deliver the contents of the Monthly Report that are impacted by such operating reports to Sandstorm as and when Entrée shall receive the same from the Operator and to the extent that such contents are provided by the Operator. If any such contents are not provided by the Operator to Entrée in time for inclusion in any Monthly Report and are thereafter provided by the Operator to Entrée, Entrée shall deliver the same to Sandstorm forthwith after the receipt of same. Entrée shall continue to deliver Monthly Reports to Sandstorm for items which are not impacted by the contents of the operating reports. 7.2 (b) During the Term and the Extended Term, as the case may be, Entrée Brigus shall deliver to Sandstorm an Annual Report on or before 60 days after the last day of each fiscal year, to the extent that the contents of the Annual Report are provided by the Operator to Entrée and if any such contents are not provided by the Operator to Entrée in time for inclusion in the Annual Report and are thereafter provided by the Operator to Entrée, Entrée shall deliver the same to Sandstorm forthwith after the receipt of same. 7.3 (c) Sandstorm shall have the right to dispute an Annual ReportReport in accordance with the provisions of this Article 6. If Sandstorm disputes an Annual Report: (1i) Sandstorm shall notify Entrée Brigus in writing within 90 days after from the date of delivery of the applicable Annual Report or within 90 days after delivery of any subsequently provided material contents of the Annual Report referred to in section 7.2, as applicable, that it disputes the accuracy of that Annual Report (or any part of the Annual Reportthereof) (the “Audit Dispute Notice”); (2ii) Sandstorm and Entrée Brigus shall have 90 60 days from the date the Audit Dispute Notice is delivered by Sandstorm to resolve the dispute. If Sandstorm and Entrée Brigus have not resolved the dispute within the said 60 day period, a mutually agreed independent third party expert will be appointed to prepare a report with respect to the dispute in question (the “Expert’s Report”). If Sandstorm and Brigus have not agreed upon such 90 expert within a further 10 days after the said 60 day period, then such the dispute as to the expert shall be resolved by the dispute mechanism procedures set forth in accordance with Article 17. Sandstorm and Entrée may mutually agree to extend the 90 day period in this section 7.3(2) in order to allow the Parties additional time to resolve the dispute16; (3iii) if it is determined in arbitration conducted in accordance with Article 17 the Expert’s Report concludes that the actual number of ounces and pounds, as applicable, of Sandstorm Payable Metals Au varies by two percent or less from the number of ounces and pounds, as applicable, of Sandstorm Payable Metals Au set out in the Annual Report, then the cost of the arbitration Expert’s Report shall be borne by Sandstorm; and; (4iv) if it is determined in arbitration conducted in accordance with Article 17 the Expert’s Report concludes that the number of ounces and pounds, as applicable, of Sandstorm Payable Metals Au varies by more than two percent from the number of ounces and pounds, as applicable, of Sandstorm Payable Metals Au set out in the Annual Report, then the cost of the arbitration Expert’s Report shall be borne by EntréeBrigus; and (v) if either Sandstorm or Brigus disputes the Expert’s Report and such dispute is not resolved between the Parties within ten days after the date of delivery of the Expert’s Report, then such dispute shall be resolved by the dispute mechanism procedures set forth in Article 16. 7.4 (d) If Entrée Brigus does not deliver a (draft or final) Monthly Report or an Annual Report as required pursuant to this Article 76, then Sandstorm shall have the right to perform or to cause its representatives or agents to perform, at the cost and expense of EntréeBrigus, an audit of the books and records of Entrée and Entrée LLC Brigus relevant to the production and delivery of Sandstorm Payable Metals Au produced during the calendar month or calendar year in question (the “Sandstorm Audit”) in conjunction with the provisions of Article 1211. Entrée Brigus shall grant Sandstorm or its representatives or agents access to all such books and records on a timely basis. In order to exercise this right, Sandstorm must provide not less than 14 days’ written notice to Entrée Brigus of its intention to conduct the Sandstorm Audit. If within seven days of receipt of such notice, Entrée Brigus delivers the applicable (draft or final) Monthly Report or Annual Report, as the case may be, then Sandstorm shall have no right to perform the Sandstorm Audit. If Entrée Brigus delivers the applicable (draft or final) Monthly Report or Annual Report, as the case may be, before the delivery of the report prepared in connection with the Sandstorm Audit (the “Sandstorm Audit Report”)Audit, then the applicable (draft or final) Monthly Report or Annual Report, as the case may be, shall be taken as final and conclusive, subject to the rights of Sandstorm as set forth in section 7.36(c). Otherwise, absent any manifest or gross error in the Sandstorm Audit ReportAudit, the Sandstorm Audit Report shallshall be final and conclusive, subject to the provisions provision of Article 17, be final and conclusive16.

Appears in 2 contracts

Samples: Purchase Agreement (Sandstorm Gold LTD), Purchase Agreement (Brigus Gold Corp.)

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