Common use of Parties’ Conditions Precedent prior to the Closing Date Clause in Contracts

Parties’ Conditions Precedent prior to the Closing Date. All of the rights, duties and obligations of each of the Parties hereto under this Agreement are subject to the following conditions precedent for the exclusive benefit of each of the Parties fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, as soon as possible after the Execution Date, however, unless specifically indicated as otherwise, not later than 30 calendar days prior to the Closing Date (such date being the "Subject Removal Date"): (a) receipt of all necessary approvals, including Regulatory Approval, from the Exchange and all Regulatory Authorities having jurisdiction over the Parties and the transactions contemplated by this Agreement, to the terms and conditions of and the transactions contemplated by this Agreement and by any Sale; and (b) if required, shareholders of the Optionee passing an ordinary resolution or, where required, a special resolution, approving the terms and conditions of this Agreement and all of the transactions contemplated hereby and by any Sale or, in the alternative, shareholders of the Optionee holding over 50% of the issued shares of the Optionee providing the Exchange with written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby and by any Sale.

Parties’ Conditions Precedent prior to the Closing Date. All of the rights, duties and obligations of each of the Parties hereto under this Agreement are subject to the following conditions precedent for the exclusive benefit of each of the Parties fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, as soon as possible after the Execution Effective Date, however, unless specifically indicated as otherwise, not later than 30 120 calendar days after the Effective Date and not later than 10 calendar days prior to the Closing Date (such date being the "Subject Removal Date"" herein): (a) receipt of all necessary approvals, including Regulatory Approval, from the Exchange and all Regulatory Authorities having jurisdiction over the Parties hereto and the transactions contemplated by this Agreement, to the terms and conditions of and the transactions contemplated by this Agreement and by any SaleAgreement; and (b) if required, shareholders of the Optionee Purchaser passing an ordinary resolution or, where required, a special resolution, approving the terms and conditions of this Agreement and all of the transactions contemplated hereby and by any Sale or, in the alternative, shareholders of the Optionee Purchaser holding over 50100% of the issued shares of the Optionee Purchaser providing the Exchange with written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby and by any Salehereby.

Parties’ Conditions Precedent prior to the Closing Date. All of the rights, duties and obligations of each of the Parties hereto under this Agreement are subject to the following conditions precedent for the exclusive benefit of each of the Parties to be fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. - case may be, as soon as possible after the Execution Date, ; however, unless specifically indicated as otherwise, not later than 30 10 calendar days prior to the Closing Date (such date being the "Subject Removal Date"):: (a) the specific ratification of the terms and conditions of this Agreement by the Board of Directors of each of the Purchaser and the Company within five business days of the due and completion execution of this Agreement by each of the Parties hereto (collectively, the "RATIFICATION"); (b) the completion by each of the Purchaser and the Company of an initial due diligence and operations review of the other Party's respective businesses and operations within 10 calendar days of the prior satisfaction of the Ratification (collectively, the "INITIAL DUE DILIGENCE"); (c) the receipt of all necessary approvals, including Regulatory Approval, from the Exchange and all Regulatory Authorities having jurisdiction over the Parties and the transactions contemplated by this Agreement, approvals to the terms and conditions of and the transactions contemplated by this Agreement and by any Sale; andAgreement; (bd) if required, shareholders of the Optionee Purchaser passing an ordinary resolution or, where required, a special resolution, approving the terms and conditions of this Agreement and all of the transactions contemplated hereby hereby, and by any Sale the Purchaser sending all required notice to the Purchaser's shareholders in connection therewith, or, in the alternativealternative and if allowable in accordance with applicable corporate and securities laws, shareholders of the Optionee Purchaser holding over fifty percent (50% %) of the issued shares of the Optionee Purchaser providing the Exchange with written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby together with certification of any required notice to all shareholders of the Purchaser of such written consent resolutions; and (e) the directors of the Purchaser and/or the shareholders of the Purchaser, if required, approving of the within issuance by the Purchaser to the order and by any Sale.direction of the Vendors of all of the referenced Shares in accordance with sections "2.2" and "

Parties’ Conditions Precedent prior to the Closing Date. All of the rights, duties and obligations of each of the Parties hereto under this Agreement are subject to the following conditions precedent for the exclusive benefit of each of the Parties fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, as soon as possible after the Execution Effective Date, however, unless specifically indicated as otherwise, not later than 30 21 calendar days after the Effective Date and not later than three calendar days prior to the Closing Date (such date being the "Subject Removal Date"" herein): (a) receipt of all necessary approvals, including Regulatory Approval, from the Exchange and all Regulatory Authorities having jurisdiction over the Parties hereto and the transactions contemplated by this Agreement, to the terms and conditions of and the transactions contemplated by this Agreement and by any Sale; andAgreement; (b) if required, shareholders of the Optionee Vendor passing an ordinary resolution or, where required, a special resolution, approving the terms and conditions of this Agreement and all of the transactions contemplated hereby and by any Sale or, in the alternative, shareholders of the Optionee Vendor holding over 50100% of the issued shares of the Optionee Vendor providing the Exchange with written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby and by any Salehereby; and (c) the completion of the PL Amalgamation.

Parties’ Conditions Precedent prior to the Closing Date. All of the rights, duties and obligations of each of the Parties hereto under this Agreement are subject to the following conditions precedent for the exclusive benefit of each of the Parties fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, as soon as possible after the Execution Effective Date, however, unless specifically indicated as otherwise, not later than 30 120 calendar days after the Effective Date and not later than 10 calendar days prior to the Closing Date (such date being the "“Subject Removal Date"” herein): (a) receipt of all necessary approvals, including Regulatory Approval, from the Exchange and all Regulatory Authorities having jurisdiction over the Parties hereto and the transactions contemplated by this Agreement, to the terms and conditions of and the transactions contemplated by this Agreement and by any SaleAgreement; and (b) if required, shareholders of the Optionee Purchaser passing an ordinary resolution or, where required, a special resolution, approving the terms and conditions of this Agreement and all of the transactions contemplated hereby and by any Sale or, in the alternative, shareholders of the Optionee Purchaser holding over 50100% of the issued shares of the Optionee Purchaser providing the Exchange with written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby and by any Salehereby.

Parties’ Conditions Precedent prior to the Closing Date. All of the rights, duties and obligations of each of the Parties hereto under this Agreement are subject to the following conditions precedent for the exclusive benefit of each of the Parties to be fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, as soon as possible after the Execution Date, ; however, unless specifically indicated as otherwise, not later than 30 five calendar days prior to the Closing Date (as hereinafter determined; such date being the "Subject Removal Date"): (a) receipt the specific ratification of all necessary approvals, including Regulatory Approval, from the Exchange and all Regulatory Authorities having jurisdiction over the Parties and the transactions contemplated by this Agreement, to the terms and conditions of this Agreement by the Board of Directors of each of the Purchaser and the Company within one business day of the due and completion execution of this Agreement by each of the Parties hereto (collectively, the "Ratification"); (b) the completion by each of the Purchaser and the Company of an initial due diligence and operations review of the other Party's respective businesses and operations within five calendar days of the prior satisfaction of the Ratification (collectively, the "Initial Due Diligence"); (c) if required under applicable corporate and securities laws, the receipt of all necessary approvals from any Regulatory Authority having jurisdiction over the transactions contemplated by this Agreement and by any Sale; andon or before September 15, 2005; (bd) if requiredrequired under applicable corporate and securities laws, shareholders of the Optionee Purchaser and/or the Company passing an ordinary resolution or, where required, a special resolution, approving the terms and conditions of this Agreement and all of the transactions contemplated hereby hereby, and by any Sale the Purchaser and/or the Company sending all required notice to the Purchaser's and/or the Company's shareholders in connection therewith, or, in the alternativealternative and if allowable in accordance with applicable corporate and securities laws, shareholders of the Optionee Purchaser and/or the company holding over 50% of the issued shares of the Optionee Purchaser and the Company providing the Exchange with written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby together with certification of any required notice to all shareholders of the Purchaser and/or Company of such written consent resolutions; and (e) the Board of Directors of the Purchaser and/or the shareholders of the Purchaser, if required, approving of the within issuance by the Purchaser to the order and direction of the Resulting Shareholder Group of all of the referenced Shares in accordance with section "2.2" hereinabove and, in addition, the Board of Directors and/or shareholders of the Purchaser, if required, having also approved and received any required notice of: (i) the proposed Cancellation of Shares by certain founders of the Purchaser; (ii) the proposed Change in Board and officers of the Purchaser together with the appointment of the proposed President through the Interview Committee established therefore; (iii) a proposed common share or unit Private Placement funding for the Purchaser of a minimum of U.S. $2,250,000 and a maximum of up to U.S. $3,000,000, and at a subscription price of not less than U.S. $0.65 per restricted common share or Unit forming part thereof; with an understanding that any SaleUnit Private Placement financing shall be conducted at a subscription price of not less U.S. $0.65 per Unit, with each such Unit being comprised of not greater than one common share and one non-transferable share purchase Warrant of the Purchaser, and with each such Warrant being exercisable for not greater than one additional common share of the Company for a period of up to two years from the date of issuance thereof at an exercise price of not less than U.S. $1.00 per Warrant common share in each such instance; and with the further understanding that not less than U.S. $2,000,000 from the Private Placement shall be advanced by the Purchaser to the Company at Closing with the balance, if any, being available for unallocated working capital for the resulting Purchaser together with the payment of any finder's fees in connection with the closing of the Private Placement; (iv) the proposed filing by the Purchaser, with the within acknowledgement of the Company, of a Form S-8 registration statement for a stock option plan in the estimated amount of not less than 2,000,000 common shares of the Purchaser, at an exercise price of U.S. $0.65 per common share; and in such amounts and with such optionees as may be determined by management for the Purchaser and the Vendor, acting reasonably, prior to the Closing Date, and as may be acceptable with the appropriate Regulatory Authorities; it being acknowledged and agreed that all such Options may be exchanged as Purchaser's Options for any Company's Options then outstanding or allotted to be outstanding to directors, officers, employees or consultants of the Company and the Vendor at Closing or from time to time after Closing, in consideration of the ongoing involvement of such directors, officers, employees or consultants of the Company and the Vendor in and to the resulting Purchaser company and in exchange for the agreed upon cancellation by said Company Optionholders, if any, of all of the then issued and outstanding or allotted Company options as a consequence thereof; (v) if required and possible, the proposed Change in Name of the Purchaser; (vi) the proposed entering into by the Purchaser prior to and/or commensurate with the Closing (as hereinafter determined) hereunder of the proposed Employment Agreements with each of Messrs. Xxxxx and Xxxxxxxx; and (vii) such other matters as may be agreed to as between the Parties hereto prior the completion of the transactions contemplated by this Agreement.

Parties’ Conditions Precedent prior to the Closing Date. All of the rights, duties and obligations of each of the Parties hereto under this Agreement are subject to the following conditions precedent for the exclusive benefit of each of the Parties to be fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, as soon as possible after the Execution Date, ; however, unless specifically indicated as otherwise, not later than 30 calendar days prior to the Closing Date (such date being the "Subject Removal Date"):Time of Closing: (a) receipt the specific ratification of all necessary approvals, including Regulatory Approval, from the Exchange and all Regulatory Authorities having jurisdiction over the Parties and the transactions contemplated by this Agreement, to the terms and conditions of and the transactions contemplated by this Agreement by the Board of Directors of the Purchaser within five business days of the due and complete execution of this Agreement by any Sale; andeach of the Parties hereto (the “Purchaser’s Ratification”); (b) if required, the completion by the Purchaser of an initial due diligence and operations review of the Company’s Business and operations within thirty (30) calendar days after the Purchaser’s Ratification (the “Purchaser’s Initial Due Diligence”); (c) shareholders of the Optionee Purchaser passing an ordinary resolution or, where required, a special resolution, approving the terms and conditions of this Agreement and all of the approving, if required, any transactions contemplated hereby hereby, and by any Sale the Purchaser sending all required notice to the Purchaser’s shareholders in connection therewith, or, in the alternativealternative and if allowable in accordance with applicable corporate and securities laws, and if required, shareholders of the Optionee Purchaser holding over fifty percent (50% %) of the issued shares of the Optionee Purchaser providing the Exchange with written consent resolutions evidencing their approval to any transactions contemplated hereunder; (d) the terms Purchaser shall take all action necessary to cause the divestiture of PBVI and conditions PSP, its wholly owned subsidiaries; and (e) the Schedules forming a part of this Agreement shall be fully completed and delivered to all of the transactions contemplated hereby and by any SaleParties.

Parties’ Conditions Precedent prior to the Closing Date. All of the rights, duties and obligations of each of the Parties hereto under this Agreement are subject to the following conditions precedent for the exclusive benefit of each of the Parties to be fulfilled in all material aspects in the reasonable opinion of each of the Parties or to be waived by each or any of the Parties, as the case may be, as soon as possible after the Execution Date, ; however, unless specifically indicated as otherwise, not later than 30 10 calendar days prior to the Closing Date (as hereinafter determined; such date being the "Subject Removal DateSUBJECT REMOVAL DATE"): (a) the specific ratification of the terms and conditions of this Agreement by the Board of Directors of each of the Purchaser and the Company within five business days of the due and completion execution of this Agreement by each of the Parties hereto (collectively, the "RATIFICATION"); (b) the completion by each of the Purchaser and the Company of an initial due diligence and operations review of the other Party's respective businesses and operations within 10 calendar days of the prior satisfaction of the Ratification (collectively, the "INITIAL DUE DILIGENCE"); (c) the completion by the Purchaser of not less than a minimum of U.S. $500,000 of the Private Placement on or before December 31, 2002, together with the corresponding Principal Sum Loan of not less than U.S. $250,000 from such minimum Private Placement, all in accordance with the provisions of section "4.1" and Article "5" hereinabove; (d) the receipt of all necessary approvals, including Regulatory Approval, from the Exchange and all Regulatory Authorities having jurisdiction over the Parties and the transactions contemplated by this Agreement, approvals to the terms and conditions of and the transactions contemplated by this Agreement and by any Sale; andAgreement; (be) if required, shareholders of the Optionee Purchaser passing an ordinary resolution or, where required, a special resolution, approving the terms and conditions of this Agreement and all of the transactions contemplated hereby hereby, and by any Sale the Purchaser sending all required notice to the Purchaser's shareholders in connection therewith, or, in the alternativealternative and if allowable in accordance with applicable corporate and securities laws, shareholders of the Optionee Purchaser holding over fifty percent (50% %) of the issued shares of the Optionee Purchaser providing the Exchange with written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby together with certification of any required notice to all shareholders of the Purchaser of such written consent resolutions; and (f) the directors of the Purchaser and/or the shareholders of the Purchaser, if required, approving of the within issuance by the Purchaser to the order and by any Sale.direction of the Vendors of all of the referenced Shares in accordance with sections "2.2" and "