Other Interpretation. In this Agreement, unless otherwise specified:-
1.2.1 references to "RECITALS", "SECTIONS", "CLAUSES", "PARAGRAPHS" and "SCHEDULES" are to recitals, sections, clauses, paragraphs of and schedules to this Agreement;
Other Interpretation. In this Agreement, unless otherwise specified:
1.2.1 references to “Recitals”, “sections”, “Clauses”, “paragraphs” and “Schedules” are to recitals, sections, clauses, paragraphs of and schedules to this Agreement;
Other Interpretation. For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires:
(a) all accounting terms not otherwise defined herein have the meanings assigned to them by, and all calculations to be made hereunder or financial statements to be prepared are to be made or prepared in accordance with, IFRS;
(b) any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or regulations;
(c) any reference to Shares includes: (i) any shares or other securities into which the Shares may be converted, changed, re-classified, divided, re-designated, subdivided or consolidated; (ii) any shares or other securities which may be converted, exchanged, changed, re-classified, divided, re-designated, subdivided or consolidated into Shares; (iii) any Shares which are subsequently issued by the Corporation whether by way of a stock dividend, distribution or otherwise; and (iv) any shares or other securities of the Corporation or of any successor or continuing corporation to the Corporation which may be received by the Shareholders on a reorganization, amalgamation, consolidation or merger, statutory or otherwise; and
(d) any reference to an “approval”, “authorization” or “consent” of the Corporation or any Shareholder means the written approval, written authorization or written consent of the Corporation or such Shareholder.
Other Interpretation. Rules In this Agreement:
(a) Each Obligor (if more than one) acknowledges, covenants and agrees that it is the intention of this Agreement that the obligations of the Obligors hereunder are joint and several and each Obligor acknowledges, covenants and agrees that it shall be jointly and severally liable for the Obligations and all other payment and performance obligations hereunder.
(b) The division into Sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement.
(c) Unless otherwise specified or the context otherwise requires, (i) “including” or “includes” means “including (or includes) but is not limited to” and shall not be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it, (ii) a reference to any legislation, statutory instrument or regulation or a section of it is a reference to the legislation, statutory instrument, regulation or section as amended, restated and re-enacted from time to time, (iii) words in the singular include the plural and vice-versa and words in one gender include all genders, and (iv) words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and an “Obligor” that is a partnership shall, as the context requires, be and shall be construed as being by the partners or general partner, as applicable, of such Obligor on behalf of and in respect of such partnership.
Other Interpretation. Rules In this Agreement:
(a) Any rights or benefits stated to accrue to the benefit of the Agent shall accrue to the benefit of the Agent for and on behalf of and for the benefit of the Secured Parties and any decision, determination or other action required or permitted to be made or taken by the Agent shall be interpreted to mean that decision, determination or other action made or taken in accordance with the provisions of the Credit Agreement. VAN01: 4294282: v2
(b) The division into Sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement.
(c) Unless otherwise specified or the context otherwise requires, (i) "including" or "includes" means "including (or includes) but is not limited to" and shall not be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it, (ii) a reference to any legislation, statutory instrument or regulation or a section of it is a reference to the legislation, statutory instrument, regulation or section as amended, restated and re-enacted from time to time, and (iii) words in the singular include the plural and vice-versa and words in one gender include all genders.
Other Interpretation. 4.1. In these Conditions:
a) headings are for ease of reference only and do not affect interpretation;
b) references to clauses are to clauses in these Conditions;
c) references to the singular include the plural, and vice versa;
Other Interpretation. 4.1. In these Conditions:
a) headings are for ease of reference only and do not affect interpretation;
b) references to clauses or to Schedules (except in paragraph 3.1 g) of Schedule 3) are to clauses in, or Schedules to, these Conditions;
c) references to the singular include the plural, and vice versa;
Other Interpretation. 6
1.1 Schedules. 7
ARTICLE 2 THE CORPORATION 7
2.1 Representations and Warranties of the Corporation. 7
2.2 Business of the Corporation. 8
2.3 Place of Business. 8
Other Interpretation and performance shall be governed by Ghana law. - The parties' obligations will be suspended for the duration of a force majeure event. - Notices will be given in the manner provided for in the Agreement to which this is a schedule. <PAGE> SCHEDULE J FORM OF PGR COUNSEL OPINION November ___, 2001 Bogoso Gold Limited 00 Xxxxxxxx Xxxx, Xxxxxxx Xxxxxxxxxxx Area, XX Xxx 00000, Xxxxxxx, Xxxxx XXXXX Dear Sirs, AGREEMENT DATED NOVEMBER - , 2001 BETWEEN BOGOSO GOLD LIMITED AND PRESTEA GOLD RESOURCES LIMITED We are a firm of legal practitioners duly qualified, licensed and of good standing under the laws of the Republic of Ghana. We have acted as legal advisors to Prestea Gold Resources Limited (the "Company") in connection with the above-referred Agreement (the "Agreement") and the transactions provided for therein ("Transactions"), including the grant by the Company to Bogoso Gold Limited ("BGL") of an option (the "Option") to acquire shares in the Company: We have reviewed: 1. the Agreement; 2. the Resolutions of the shareholders of the Company dated November -, 2001 approving the Agreement and the Transactions; 3. the Regulations and minute books of the Company; 4. the approval letter issued by the Ministry of Mines of the Republic of Ghana dated ________________, 2001; 5. the approval letters issued by the __________________ dated ________________, 2001; 6. the mining lease (the "Mining Lease") dated June 29, 2001 between the Government and the Company; and 7. [OTHER DOCUMENTS] <PAGE> -2- We have considered all such questions of law, examined all such other agreements, documents and instruments, as we have considered necessary for the purpose of rendering the opinions set forth herein. With respect to the various questions of fact material to our opinion, we have relied on the various representations contained in such agreements, documents and instruments. Capitalized terms and expressions used in this opinion letter have the meanings ascribed to them in the Agreement. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. In addition we have assumed: (i) the genuineness of all signatures, (ii) the due authorization, execution and delivery of all documents by the parties thereto other than BGL; and (iii) the due authority of all persons executing suc...
Other Interpretation. For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires:
(1) all accounting terms not otherwise defined herein have the meanings assigned to them by, and all calculations to be made hereunder or financial statements to be prepared are to be made or prepared in accordance with, Canadian generally accepted accounting principles;
(2) references to “generally accepted accounting principles” mean, for all principles stated in the Handbook of the Canadian Institute of Chartered Accountants, such principles so stated;
(3) any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or regulations; and
(4) any reference to an “approval”, “authorization” or “consent” of the Corporation or any Shareholder means, except in the case of an Ordinary Resolution or Extraordinary Resolution, the written approval, written authorization or written consent of the Corporation or such Shareholder.
