Common use of Preparation of Documents; Due Diligence Clause in Contracts

Preparation of Documents; Due Diligence. In connection with the preparation and filing of any preliminary prospectus, (final) prospectus, registration statement or similar document as herein contemplated, Resources shall provide GF BVI and the underwriters, if any, and their respective legal counsel, auditors and other representatives with the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto and there shall be inserted therein such material as is required under applicable Securities Laws or which, in the reasonable judgment of GF BVI or such underwriters and their respective legal counsel, should be included and which is acceptable to Resources, acting reasonably. Resources shall also provide GF BVI and such underwriters with such access to the books and records of Resources and such opportunities to discuss the business and affairs of Resources with its officers and auditors as shall be necessary in their respective opinions or in the opinion of their respective counsel, and Resources shall cooperate with GF BVI and such underwriters in the conduct of all due diligence which any of the foregoing persons may reasonably require in order for the purposes of establishing a due diligence defence as contemplated by applicable Securities Laws and in order to enable GF BVI and such underwriters to execute any certificates required to be executed by them pursuant to applicable Securities Laws for inclusion in any preliminary prospectus, (final) prospectus, registration statement or similar document.

Preparation of Documents; Due Diligence. In connection with the preparation and filing of any preliminary prospectus, (final) prospectus, registration statement or similar document as herein contemplated, Resources shall provide GF BVI Gold Fields and the underwriters, if any, and their respective legal counsel, auditors and other representatives with representatives, shall be given the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto and there shall be inserted therein such material as is required under applicable Securities Laws or which, in the reasonable judgment of GF BVI Gold Fields or such underwriters and their respective legal counsel, should be included and which is acceptable to Resourcesthe Corporation, acting reasonably. Resources shall also provide GF BVI Gold Fields and such underwriters with shall also be given such access to the books and records of Resources the Corporation and such opportunities to discuss the business and affairs of Resources the Corporation with its officers and auditors as shall be necessary in their respective opinions or in the opinion of their respective counsel, and Resources the Corporation shall cooperate with GF BVI Gold Fields and such underwriters in the conduct of all due diligence which any of the foregoing persons may reasonably require in order for the purposes of establishing a due diligence defence as contemplated by applicable Securities Laws and in order to enable GF BVI Gold Fields and such underwriters to execute any certificates required to be executed by them pursuant to applicable Securities Laws for inclusion in any preliminary prospectus, (final) prospectus, registration statement or similar document.