Common use of The Purchaser's conditions precedent Clause in Contracts

The Purchaser's conditions precedent. The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Purchaser fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Effective Date: (a) the representations, warranties and covenants of Gareste contained herein shall be true and correct; (b) Gareste shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by Gareste; (c) Gareste will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by Gareste who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which Gareste may be subject; (d) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favorable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose; (e) no material loss or destruction of or damage to any of the mineral property interests comprising the Property shall have occurred since the Effective Date; (f) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the sale or transfer of any interest in and to the mineral property interests comprising the Property as contemplated by this Agreement or the right of the Purchaser to acquire any interest in and to any of the mineral property interests comprising the Property; or (ii) the right of the Purchaser to conduct the Purchaser’s operations and carry on, in the normal course, the Purchaser’s business and operations as the Purchaser has carried on in the past; (g) the delivery to the Purchaser by Gareste (if requested), on a confidential basis, of all Property Documentation and including, without limitation,: (i) a copy of all material contracts, agreements, reports and title information of any nature respecting any of the mineral interests comprising the Property; and (ii) details of any lawsuits, claims or potential claims relating to any of the mineral interests comprising the Property of which Gareste are aware and the Purchaser is unaware; (h) certification by Gareste to the Purchaser in a form satisfactory to the Purchaser, acting reasonably, dated as at the date of delivery, to the effect that: (i) Gareste is the legal and beneficial owner of all of the mineral property interests comprising the Property prior to the completion of the transactions contemplated by this Agreement; (ii) the Vendor holds the right to explore and develop each of the mineral property interests comprising the Property and all Property Rights held by Gareste in and to the mineral property interests comprising the Property; (iii) Gareste hold all of the mineral property interests comprising the Property free and clear of all liens, charges and claims of others; (iv) the mineral property interests comprising the Property have been duly and validly located and recorded in a good and minerlike manner pursuant to all applicable laws and are in good standing; (v) based on actual knowledge and belief, Gareste know of no adverse claim or challenge against or to the ownership of or title to any of the mineral property interests comprising the Property or which may impede their development, and, based on actual knowledge and belief, such counsel is not aware of any basis for any potential claim or challenge, and, based on actual knowledge and belief, such counsel knows of no outstanding agreements or options to acquire or purchase any portion of any of the mineral property interests comprising the Property, and no person has any royalty, net profits or other interest whatsoever in any production from any of the mineral property interests comprising the Property; (vi) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against any of Gareste which might materially affect any of the mineral property interests comprising the Property or which could result in any material liability to either of Gareste or to any of the mineral property interests comprising the Property; and (vii) as to all other legal matters of a like nature pertaining to Gareste and the mineral property interests comprising the Property and to the transactions contemplated hereby as the Purchaser or the Purchaser’s counsel may reasonably require; and (i) the completion by the Purchaser and by the Purchaser’s professional advisors of a thorough due diligence and operations review of the mineral property interests comprising the Property, of the business and operations of Gareste and of the transferability of the mineral property interests comprising the Property as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser.

The Purchaser's conditions precedent. The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Purchaser fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Effective Date: (a) the representations, warranties and covenants of Gareste contained herein shall be true and correct; (b) Gareste shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by Gareste; (c) Gareste will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by Gareste who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which Gareste may be subject; (d) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favorable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose; (e) no material loss or destruction of or damage to any of the mineral property interests comprising the Property shall have occurred since the Effective Date; (f) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:: — Mineral Property Acquisition Agreement — (i) the sale or transfer of any interest in and to the mineral property interests comprising the Property as contemplated by this Agreement or the right of the Purchaser to acquire any interest in and to any of the mineral property interests comprising the Property; or (ii) the right of the Purchaser to conduct the Purchaser’s operations and carry on, in the normal course, the Purchaser’s business and operations as the Purchaser has carried on in the past; (g) the delivery to the Purchaser by Gareste (if requested), on a confidential basis, of all Property Documentation and including, without limitation,: (i) a copy of all material contracts, agreements, reports and title information of any nature respecting any of the mineral interests comprising the Property; and (ii) details of any lawsuits, claims or potential claims relating to any of the mineral interests comprising the Property of which Gareste are aware and the Purchaser is unaware; (h) certification by Gareste to the Purchaser in a form satisfactory to the Purchaser, acting reasonably, dated as at the date of delivery, to the effect that: (i) Gareste is the legal and beneficial owner of all of the mineral property interests comprising the Property prior to the completion of the transactions contemplated by this Agreement; (ii) the Vendor holds the right to explore and develop each of the mineral property interests comprising the Property and all Property Rights held by Gareste in and to the mineral property interests comprising the Property; (iii) Gareste hold all of the mineral property interests comprising the Property free and clear of all liens, charges and claims of others; (iv) the mineral property interests comprising the Property have been duly and validly located and recorded in a good and minerlike manner pursuant to all applicable laws and are in good standing; (v) based on actual knowledge and belief, Gareste know of no adverse claim or challenge against or to the ownership of or title to any of the mineral property interests comprising the Property or which may impede their development, and, based on actual knowledge and belief, such counsel is not aware of any basis for any potential claim or challenge, and, based on actual knowledge and belief, such counsel knows of no outstanding agreements or options to acquire or purchase any portion of any of the mineral property interests comprising the Property, and no person has any royalty, net profits or other interest whatsoever in any production from any of the mineral property interests comprising the Property; (vi) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against any of Gareste which might materially affect any of the mineral property interests comprising the Property or which could result in any material liability to either of Gareste or to any of the mineral property interests comprising the Property; andand — Mineral Property Acquisition Agreement — (vii) as to all other legal matters of a like nature pertaining to Gareste and the mineral property interests comprising the Property and to the transactions contemplated hereby as the Purchaser or the Purchaser’s counsel may reasonably require; and (i) the completion by the Purchaser and by the Purchaser’s professional advisors of a thorough due diligence and operations review of the mineral property interests comprising the Property, of the business and operations of Gareste and of the transferability of the mineral property interests comprising the Property as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser.

The Purchaser's conditions precedent. The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Purchaser fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Effective Date, however, unless specifically indicated as otherwise, not later than one calendar day prior to the Subject Removal Date: (a) the representations, warranties and covenants of Gareste the Vendor contained herein shall be true and correctcorrect as of and on the Subject Removal Date; (b) Gareste the Vendor shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by Garestethe Vendor on or before the Subject Removal Date; (c) Gareste the Vendor will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by Gareste the Vendor who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which Gareste the Vendor may be subject; (d) the completion by the Vendor of the PL Amalgamation; (e) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favorable favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose; (ef) no material loss or destruction of or damage to any of the mineral property interests comprising the Property shall have occurred since the Effective Date; (fg) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the sale or transfer of any interest in and to the mineral property interests comprising the Property as contemplated by this Agreement or the right of the Purchaser to acquire any interest in and to any of the mineral property interests comprising the Property; or (ii) the right of the Purchaser to conduct the Purchaser’s 's operations and carry on, in the normal course, the Purchaser’s 's business and operations as the Purchaser has carried on in the past; (gh) the delivery to the Purchaser by Gareste (if requested)the Vendor, on a confidential basis, of all Property Documentation and including, without limitation,: (i) a copy of all material contracts, agreements, reports and title information of any nature respecting any of the mineral interests comprising the Property; and (ii) details of any lawsuits, claims or potential claims relating to any of the mineral interests comprising the Property of which Gareste are the Vendor is aware and the Purchaser is unaware; (hi) certification the delivery by Gareste the Vendor to the Purchaser of an opinion of counsel for the Vendor, in a form satisfactory to the Purchaser's counsel, acting reasonably, dated as at the date of delivery, to the effect that: (i) Gareste the Vendor, either directly or indirectly through its wholly-owned and controlled holding companies, subsidiaries, affiliates, associates or nominees, as the case may be, is the legal and beneficial owner of all of the mineral property interests comprising the Property prior to the completion of the transactions contemplated by this Agreement; (ii) the Vendor holds the right to explore and develop each of the mineral property interests comprising the Property and all Property Rights held by Gareste the Vendor in and to the mineral property interests comprising the Property; (iii) Gareste hold the Vendor holds all of the mineral property interests comprising the Property free and clear of all liens, charges and claims of others; (iv) the mineral property interests comprising the Property have been duly and validly located and recorded in a good and minerlike manner pursuant to all applicable laws and are in good standing; (v) based on actual knowledge and belief, Gareste know such counsel knows of no adverse claim or challenge against or to the ownership of or title to any of the mineral property interests comprising the Property or which may impede their development, and, based on actual knowledge and belief, such counsel is not aware of any basis for any potential claim or challenge, and, based on actual knowledge and belief, such counsel knows of no outstanding agreements or options to acquire or purchase any portion of any of the mineral property interests comprising the Property, and no person has any royalty, net profits or other interest whatsoever in any production from any of the mineral property interests comprising the Property; (vi) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against any of Gareste the Vendor which might materially affect any of the mineral property interests comprising the Property or which could result in any material liability to either of Gareste the Vendor or to any of the mineral property interests comprising the Property; and (vii) as to all other legal matters of a like nature pertaining to Gareste the Vendor and the mineral property interests comprising the Property and to the transactions contemplated hereby as the Purchaser or the Purchaser’s 's counsel may reasonably require; and (ij) the completion by the Purchaser and by the Purchaser’s 's professional advisors of a thorough due diligence and operations review of the mineral property interests comprising the Property, of the business and operations of Gareste the Vendor and of the transferability of the mineral property interests comprising the Property as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser.

The Purchaser's conditions precedent. The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Purchaser fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Effective Date, however, unless specifically indicated as otherwise, not later than 10 calendar days prior to the Subject Removal Date: (a) the representations, warranties and covenants of Gareste the Vendors contained herein shall be true and correctcorrect as of and on the Subject Removal Date; (b) Gareste the Vendors shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by Garestethe Vendors on or before the Subject Removal Date; (c) Gareste the Vendors will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by Gareste the Vendors who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which Gareste the Vendors may be subject; (d) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favorable favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose; (e) no material loss or destruction of or damage to any of the mineral property interests comprising the Property shall have occurred since the Effective Date; (f) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the sale or transfer of any interest in and to the mineral property interests comprising the Property as contemplated by this Agreement or the right of the Purchaser to acquire any interest in and to any of the mineral property interests comprising the Property; or (ii) the right of the Purchaser to conduct the Purchaser’s 's operations and carry on, in the normal course, the Purchaser’s 's business and operations as the Purchaser has carried on in the past; (g) the delivery to the Purchaser by Gareste (if requested)the Vendors, on a confidential basis, of all Property Documentation and including, without limitation,: (i) a copy of all material contracts, agreements, reports and title information of any nature respecting any of the mineral interests comprising the Property; and (ii) details of any lawsuits, claims or potential claims relating to any of the mineral interests comprising the Property of which Gareste the Vendors are aware and the Purchaser is unaware; (h) certification by Gareste the Vendors to the Purchaser in a form satisfactory to the Purchaser, acting reasonably, dated as at the date of delivery, to the effect that: (i) Gareste is the Vendors are the legal and beneficial owner of all of the mineral property interests comprising the Property prior to the completion of the transactions contemplated by this Agreement; (ii) the Vendor holds the right to explore and develop each of the mineral property interests comprising the Property and all Property Rights held by Gareste the Vendors in and to the mineral property interests comprising the Property; (iii) Gareste the Vendors hold all of the mineral property interests comprising the Property free and clear of all liens, charges and claims of others; (iv) the mineral property interests comprising the Property have been duly and validly located and recorded in a good and minerlike manner pursuant to all applicable laws and are in good standing; (v) based on actual knowledge and belief, Gareste the Vendors know of no adverse claim or challenge against or to the ownership of or title to any of the mineral property interests comprising the Property or which may impede their development, and, based on actual knowledge and belief, such counsel is not aware of any basis for any potential claim or challenge, and, based on actual knowledge and belief, such counsel knows of no outstanding agreements or options to acquire or purchase any portion of any of the mineral property interests comprising the Property, and no person has any royalty, net profits or other interest whatsoever in any production from any of the mineral property interests comprising the Property; (vi) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against any of Gareste the Vendors which might materially affect any of the mineral property interests comprising the Property or which could result in any material liability to either of Gareste the Vendors or to any of the mineral property interests comprising the Property; and (vii) as to all other legal matters of a like nature pertaining to Gareste the Vendors and the mineral property interests comprising the Property and to the transactions contemplated hereby as the Purchaser or the Purchaser’s 's counsel may reasonably require; and (i) the completion by the Purchaser and by the Purchaser’s 's professional advisors of a thorough due diligence and operations review of the mineral property interests comprising the Property, of the business and operations of Gareste the Vendors and of the transferability of the mineral property interests comprising the Property as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser.

The Purchaser's conditions precedent. The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Purchaser fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Effective Date, however, unless specifically indicated as otherwise, not later than 10 calendar days prior to the Subject Removal Date: (a) the representations, warranties and covenants of Gareste the Vendors contained herein shall be true and correctcorrect as of and on the Subject Removal Date; (b) Gareste the Vendors shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by Garestethe Vendors on or before the Subject Removal Date; (c) Gareste the Vendors will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by Gareste the Vendors who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which Gareste the Vendors may be subject; (d) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favorable favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose; (e) no material loss or destruction of or damage to any of the mineral property interests comprising the Property shall have occurred since the Effective Date; (f) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the sale or transfer of any interest in and to the mineral property interests comprising the Property as contemplated by this Agreement or the right of the Purchaser to acquire any interest in and to any of the mineral property interests comprising the Property; or (ii) the right of the Purchaser to conduct the Purchaser’s 's operations and carry on, in the normal course, the Purchaser’s 's business and operations as the Purchaser has carried on in the past; (g) the delivery to the Purchaser by Gareste (if requested)the Vendors, on a confidential basis, of all Property Documentation and including, without limitation,: (i) a copy of all material contracts, agreements, reports and title information of any nature respecting any of the mineral interests comprising the Property; and (ii) details of any lawsuits, claims or potential claims relating to any of the mineral interests comprising the Property of which Gareste the Vendors are aware and the Purchaser is unaware; (h) certification the delivery by Gareste the Vendors to the Purchaser of an opinion of counsel for the Vendors, in a form satisfactory to the Purchaser's counsel, acting reasonably, dated as at the date of delivery, to the effect that: (i) Gareste is the Vendors are the legal and beneficial owner of all of the mineral property interests comprising the Property prior to the completion of the transactions contemplated by this Agreement; (ii) the Vendor holds the right to explore and develop each of the mineral property interests comprising the Property and all Property Rights held by Gareste the Vendors in and to the mineral property interests comprising the Property; (iii) Gareste the Vendors hold all of the mineral property interests comprising the Property free and clear of all liens, charges and claims of others; (iv) the mineral property interests comprising the Property have been duly and validly located and recorded in a good and minerlike manner pursuant to all applicable laws and are in good standing; (v) based on actual knowledge and belief, Gareste know such counsel knows of no adverse claim or challenge against or to the ownership of or title to any of the mineral property interests comprising the Property or which may impede their development, and, based on actual knowledge and belief, such counsel is not aware of any basis for any potential claim or challenge, and, based on actual knowledge and belief, such counsel knows of no outstanding agreements or options to acquire or purchase any portion of any of the mineral property interests comprising the Property, and no person has any royalty, net profits or other interest whatsoever in any production from any of the mineral property interests comprising the Property; (vi) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against any of Gareste the Vendors which might materially affect any of the mineral property interests comprising the Property or which could result in any material liability to either of Gareste the Vendors or to any of the mineral property interests comprising the Property; and (vii) as to all other legal matters of a like nature pertaining to Gareste the Vendors and the mineral property interests comprising the Property and to the transactions contemplated hereby as the Purchaser or the Purchaser’s 's counsel may reasonably require; and (i) the completion by the Purchaser and by the Purchaser’s 's professional advisors of a thorough due diligence and operations review of the mineral property interests comprising the Property, of the business and operations of Gareste the Vendors and of the transferability of the mineral property interests comprising the Property as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser.

The Purchaser's conditions precedent. The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Purchaser fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Effective Date, however, unless specifically indicated as otherwise, not later than five calendar days prior to the Subject Removal Date: (a) the representations, warranties and covenants of Gareste the Vendor contained herein shall be true and correctcorrect as of and on the Subject Removal Date; (b) Gareste the Vendor shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by Garestethe Vendor on or before the Subject Removal Date; (c) Gareste the Vendor will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by Gareste the Vendor who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which Gareste the Vendor may be subject; (d) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favorable favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose; (e) no material loss or destruction of or damage to any of the mineral property interests comprising the Property shall have occurred since the Effective Date; (f) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the sale or transfer of any interest in and to the mineral property interests comprising the Property as contemplated by this Agreement or the right of the Purchaser to acquire any interest in and to any of the mineral property interests comprising the Property; or (ii) the right of the Purchaser to conduct the Purchaser’s 's operations and carry on, in the normal course, the Purchaser’s 's business and operations as the Purchaser has carried on in the past; (g) the delivery to the Purchaser by Gareste (if requested)the Vendor, on a confidential basis, of all Property Documentation and including, without limitation,: (i) a copy of all material contracts, agreements, reports and title information of any nature respecting any of the mineral interests comprising the Property; and (ii) details of any lawsuits, claims or potential claims relating to any of the mineral interests comprising the Property of which Gareste are the Vendor is aware and the Purchaser is unaware; (h) certification the delivery by Gareste the Vendor to the Purchaser of an opinion of counsel for the Vendor, in a form satisfactory to the Purchaser's counsel, acting reasonably, dated as at the date of delivery, to the effect that: (i) Gareste the Vendor is the legal and beneficial owner of all of the mineral property interests comprising the Property prior to the completion of the transactions contemplated by this Agreement; (ii) the Vendor holds the right to explore and develop each of the mineral property interests comprising the Property and all Property Rights held by Gareste the Vendor in and to the mineral property interests comprising the Property; (iii) Gareste hold the Vendor holds all of the mineral property interests comprising the Property free and clear of all liens, charges and claims of others; (iv) the mineral property interests comprising the Property have been duly and validly located and recorded in a good and minerlike manner pursuant to all applicable laws and are in good standing; (v) based on actual knowledge and belief, Gareste know such counsel knows of no adverse claim or challenge against or to the ownership of or title to any of the mineral property interests comprising the Property or which may impede their development, and, based on actual knowledge and belief, such counsel is not aware of any basis for any potential claim or challenge, and, based on actual knowledge and belief, such counsel knows of no outstanding agreements or options to acquire or purchase any portion of any of the mineral property interests comprising the Property, and no person has any royalty, net profits or other interest whatsoever in any production from any of the mineral property interests comprising the Property; (vi) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against any of Gareste the Vendor which might materially affect any of the mineral property interests comprising the Property or which could result in any material liability to either of Gareste the Vendor or to any of the mineral property interests comprising the Property; and (vii) as to all other legal matters of a like nature pertaining to Gareste the Vendor and the mineral property interests comprising the Property and to the transactions contemplated hereby as the Purchaser or the Purchaser’s 's counsel may reasonably require; and (i) the completion by the Purchaser and by the Purchaser’s 's professional advisors of a thorough due diligence and operations review of the mineral property interests comprising the Property, of the business and operations of Gareste the Vendor and of the transferability of the mineral property interests comprising the Property as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser.

The Purchaser's conditions precedent. The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Purchaser fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Effective Date, however, unless specifically indicated as otherwise, not later than 10 calendar days prior to the Subject Removal Date: (a) the representations, warranties and covenants of Gareste the Vendors contained herein shall be true and correctcorrect as of and on the Subject Removal Date; (b) Gareste the Vendors shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by Garestethe Vendors on or before the Subject Removal Date; (c) Gareste the Vendors will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by Gareste the Vendors who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which Gareste the Vendors may be subject; (d) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favorable favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose; (e) no material loss or destruction of or damage to any of the mineral property interests comprising the Property shall have occurred since the Effective Date; (f) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the sale or transfer of any interest in and to the mineral property interests comprising the Property as contemplated by this Agreement or the right of the Purchaser to acquire any interest in and to any of the mineral property interests comprising the Property; or (ii) the right of the Purchaser to conduct the Purchaser’s operations and carry on, in the normal course, the Purchaser’s business and operations as the Purchaser has carried on in the past; (g) the delivery to the Purchaser by Gareste (if requested)the Vendors, on a confidential basis, of all Property Documentation and including, without limitation,: (i) a copy of all material contracts, agreements, reports and title information of any nature respecting any of the mineral interests comprising the Property; and (ii) details of any lawsuits, claims or potential claims relating to any of the mineral interests comprising the Property of which Gareste the Vendors are aware and the Purchaser is unaware; (h) certification the delivery by Gareste the Vendors to the Purchaser of an opinion of counsel for the Vendors, in a form satisfactory to the Purchaser’s counsel, acting reasonably, dated as at the date of delivery, to the effect that: (i) Gareste is the Vendors are the legal and beneficial owner of all of the mineral property interests comprising the Property prior to the completion of the transactions contemplated by this Agreement; (ii) the Vendor holds the right to explore and develop each of the mineral property interests comprising the Property and all Property Rights held by Gareste the Vendors in and to the mineral property interests comprising the Property; (iii) Gareste the Vendors hold all of the mineral property interests comprising the Property free and clear of all liens, charges and claims of others; (iv) the mineral property interests comprising the Property have been duly and validly located and recorded in a good and minerlike manner pursuant to all applicable laws and are in good standing; (v) based on actual knowledge and belief, Gareste know such counsel knows of no adverse claim or challenge against or to the ownership of or title to any of the mineral property interests comprising the Property or which may impede their development, and, based on actual knowledge and belief, such counsel is not aware of any basis for any potential claim or challenge, and, based on actual knowledge and belief, such counsel knows of no outstanding agreements or options to acquire or purchase any portion of any of the mineral property interests comprising the Property, and no person has any royalty, net profits or other interest whatsoever in any production from any of the mineral property interests comprising the Property; (vi) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against any of Gareste the Vendors which might materially affect any of the mineral property interests comprising the Property or which could result in any material liability to either of Gareste the Vendors or to any of the mineral property interests comprising the Property; and (vii) as to all other legal matters of a like nature pertaining to Gareste the Vendors and the mineral property interests comprising the Property and to the transactions contemplated hereby as the Purchaser or the Purchaser’s counsel may reasonably require; and (i) the completion by the Purchaser and by the Purchaser’s professional advisors of a thorough due diligence and operations review of the mineral property interests comprising the Property, of the business and operations of Gareste the Vendors and of the transferability of the mineral property interests comprising the Property as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser.

The Purchaser's conditions precedent. The rights, duties and obligations of the Purchaser under this Agreement are also subject to the following conditions precedent for the exclusive benefit of the Purchaser fulfilled in all material aspects in the reasonable opinion of the Purchaser or to be waived by the Purchaser as soon as possible after the Effective Date: (a) the representations, warranties and covenants of Gareste contained herein shall be true and correct; (b) Gareste shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by Gareste; (c) Gareste will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by Gareste who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which Gareste may be subject; (d) all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favorable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose; (e) no material loss or destruction of or damage to any of the mineral property interests comprising the Property shall have occurred since the Effective Date; (f) no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit: (i) the sale or transfer of any interest in and to the mineral property interests comprising the Property as contemplated by this Agreement or the right of the Purchaser to acquire any interest in and to any of the mineral property interests comprising the Property; or (ii) the right of the Purchaser to conduct the Purchaser’s operations and carry on, in the normal course, the Purchaser’s business and operations as the Purchaser has carried on in the past; (g) the delivery to the Purchaser by Gareste (if requested), on a confidential basis, of all Property Documentation and including, without limitation,: (i) a copy of all material contracts, agreements, reports and title information of any nature respecting any of the mineral interests comprising the Property; andand -- San Exxxxxx Mineral Property Acquisition Agreement -- -- Pacific Copper Chile Limitada -- (ii) details of any lawsuits, claims or potential claims relating to any of the mineral interests comprising the Property of which Gareste are aware and the Purchaser is unaware; (h) certification by Gareste to the Purchaser in a form satisfactory to the Purchaser, acting reasonably, dated as at the date of delivery, to the effect that: (i) Gareste is the legal and beneficial owner of all of the mineral property interests comprising the Property prior to the completion of the transactions contemplated by this Agreement; (ii) the Vendor holds the right to explore and develop each of the mineral property interests comprising the Property and all Property Rights held by Gareste in and to the mineral property interests comprising the Property; (iii) Gareste hold all of the mineral property interests comprising the Property free and clear of all liens, charges and claims of others; (iv) the mineral property interests comprising the Property have been duly and validly located and recorded in a good and minerlike manner pursuant to all applicable laws and are in good standing; (v) based on actual knowledge and belief, Gareste know of no adverse claim or challenge against or to the ownership of or title to any of the mineral property interests comprising the Property or which may impede their development, and, based on actual knowledge and belief, such counsel is not aware of any basis for any potential claim or challenge, and, based on actual knowledge and belief, such counsel knows of no outstanding agreements or options to acquire or purchase any portion of any of the mineral property interests comprising the Property, and no person has any royalty, net profits or other interest whatsoever in any production from any of the mineral property interests comprising the Property; (vi) based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against any of Gareste which might materially affect any of the mineral property interests comprising the Property or which could result in any material liability to either of Gareste or to any of the mineral property interests comprising the Property; and (vii) as to all other legal matters of a like nature pertaining to Gareste and the mineral property interests comprising the Property and to the transactions contemplated hereby as the Purchaser or the Purchaser’s counsel may reasonably require; and (i) the completion by the Purchaser and by the Purchaser’s professional advisors of a thorough due diligence and operations review of the mineral property interests comprising the Property, of the business and operations of Gareste and of the transferability of the mineral property interests comprising the Property as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser.. -- San Exxxxxx Mineral Property Acquisition Agreement -- -- Pacific Copper Chile Limitada --