Common use of The Vendors’ and the Company’s Conditions Precedent Clause in Contracts

The Vendors’ and the Company’s Conditions Precedent. The purchase and sale of the Purchased Securities is subject to the following terms and conditions for the exclusive benefit of the Vendors and the Company, to be fulfilled or performed at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects at the Time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time; (b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser at or before the Time of Closing shall have been complied with or performed in all material respects; (c) there shall have been obtained, from all appropriate federal, provincial, municipal or other governmental or administrative bodies, such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required by law, if any, to be obtained by the Purchaser to permit the change of ownership of the Purchased Shares contemplated hereby, in each case in form and substance satisfactory to the Vendors and the Company, acting reasonably; and (d) no legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Purchased Shares contemplated hereby. If any of the conditions contained in this section 5.3 shall not be performed or fulfilled at or prior to the Time of Closing to the satisfaction of the Vendors and the Company, acting reasonably, the Vendors and/or the Company may, by notice to the Purchaser, terminate this Agreement and the obligations of the Vendors, the Company and the Purchaser under this Agreement, other than the obligations contained in Article 8 hereinbelow, shall be terminated, provided that the Vendors and the Company may also bring an action pursuant to Article 7 against the Purchaser for damages suffered by the Vendors and/or the Company where the non-performance or non-fulfillment of the relevant condition is as a result of a breach of covenant, representation or warranty by the Purchaser. Any such condition may be waived in whole or in part by the Vendors and the Company in writing without prejudice to any claims it may have for breach of covenant, representation or warranty.

The Vendors’ and the Company’s Conditions Precedent. The purchase and sale acquisition of the Purchased Securities Company Stock is subject to the following terms and conditions for the exclusive benefit of the Vendors and the Company, to be fulfilled or performed at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser Acquirer contained in this Agreement shall be true and correct in all material respects at the Time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time; (b) all of the terms, covenants terms and conditions of this Agreement to be complied with or performed by the Purchaser Acquirer at or before the Time of Closing shall have been complied with or performed in all material respects; (c) there shall have been obtained, from all appropriate federal, provincial, municipal or other governmental or administrative bodies, such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required by law, if any, to be obtained by the Purchaser Acquirer to permit the change of ownership issuance and delivery of the Purchased Shares contemplated hereby, in each case in form and substance satisfactory Acquirer Stock to the Vendors and the Company, acting reasonably; andcontemplated hereby; (d) no legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale acquisition of the Purchased Shares Company Stock contemplated hereby; (e) the Acquirer shall have delivered a letter of resignation from Xx. Xxxx Xxx from the positions of Chief Executive Officer, President, Chief Financial Officer and Treasurer of the Acquirer, effective upon the Closing; (f) the Acquirer shall have delivered evidence of the due appointment of Xxxxxx Xxxx Xxxx Xxxx as the Chief Executive Officer and Chairman of the Acquirer, effective upon the Closing; (g) on or prior to the Closing, the Acquirer shall take all action necessary to (i) cause the number of directors that will comprise the full Board of Directors of the Acquirer effective as of immediately following the Closing to be fixed at five, (ii) cause the Board of Directors of the Acquirer effective as of immediately following the Closing to consist of (A) four members designated by the Company, and (B) Xxxx Xxx, and (iii) cause the individuals identified or designated pursuant to subclause (A) of the preceding clause (ii) to be appointed to the Board of Directors of the Acquirer effective as of immediately following the Closing; and (h) prior to the Closing, the Acquirer shall take all action necessary to cause Xx. Xxxx Xxx to execute an agreement with the Acquirer regarding the cancellation of 24,000,000 shares of the Acquirer’s common stock with a par value of US$0.001 per share, concurrently with issue and allotment of the Acquirer Stock to the Vendors. If any of the conditions contained in this section 5.3 Article “5.3” shall not be performed or fulfilled at or prior to the Time of Closing to the satisfaction of the Vendors and the Company, acting reasonably, the Vendors and/or the Company may, by notice to the PurchaserAcquirer, terminate this Agreement and the obligations of the Vendors, the Company and the Purchaser Acquirer under this Agreement, other than the obligations contained in Article 8 “8” hereinbelow, shall be terminated, provided that the Vendors and the Company may also bring an action pursuant to Article 7 “7” against the Purchaser Acquirer for damages suffered by the Vendors and/or the Company where the non-performance or non-fulfillment of the relevant condition is as a result of a breach of covenant, representation or warranty by the PurchaserAcquirer. Any such condition may be waived in whole or in part by the Vendors and the Company in writing without prejudice to any claims it may have for breach of covenant, representation or warranty.

The Vendors’ and the Company’s Conditions Precedent. The purchase and sale acquisition of the Purchased Securities Company Stock is subject to the following terms and conditions for the exclusive benefit of the Vendors and the Company, to be fulfilled or performed at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser Acquirer contained in this Agreement shall be true and correct in all material respects at the Time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time; (b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser Acquirer at or before the Time of Closing shall have been complied with or performed in all material respects; (c) there shall have been obtained, from all appropriate federal, provincial, municipal or other governmental or administrative bodies, such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required by law, if any, to be obtained by the Purchaser Acquirer to permit the change of ownership issuance of the Purchased Shares contemplated hereby, in each case in form and substance satisfactory Acquirer Stock to the Vendors and the Company, acting reasonably; andcontemplated hereby; (d) no legal or regulatory action or proceeding shall be pending or threatened by any person Person to enjoin, restrict or prohibit the purchase and sale acquisition of the Purchased Shares Company Stock contemplated hereby. ; (e) the Acquirer shall have delivered a letter of resignation from Hsien Loong Xxxx from the positions of Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary and Director of the Acquirer, effective upon the Closing; (f) the Acquirer shall have delivered evidence of the due appointment of Xxx Xxxx Tai as the Chief Executive Officer and President of the Acquirer, Ang Xxxx Xxxx as the Secretary and Treasurer of the Acquirer, and Loke Hip Meng as the Chief Financial Officer of the Acquirer, all to be effective upon the Closing; (g) on or prior to the Closing, the Acquirer shall take all action necessary to (i) cause the number of directors that will comprise the full Board of Directors of the Acquirer effective as of immediately following the Closing to be fixed at three, (ii) cause the Board of Directors of the Acquirer effective as of immediately following the Closing to consist of Xxx Xxxx Tai, Xxxxxx Xxxx Xxxx Xxxx and Ang Xxxx Xxxx, and (iii) cause the individuals identified or designated pursuant to the preceding clause (ii) to be appointed to the Board of Directors of the Acquirer effective as of immediately following the Closing; and (h) on or prior to the Closing, the Acquirer shall take all action necessary to cause the divestiture of its oil and gas assets to another entity or individual; If any of the conditions contained in this section 5.3 shall not be performed or fulfilled at or prior to the Time of Closing to the satisfaction of the Vendors and the Company, acting reasonably, the Vendors and/or the Company may, by notice to the PurchaserAcquirer, terminate this Agreement and the obligations of the Vendors, the Company and the Purchaser Acquirer under this Agreement, other than the obligations contained in Article 8 10 hereinbelow, shall be terminated, provided that the Vendors and the Company may also bring an action pursuant to Article 7 9 against the Purchaser Acquirer for damages suffered by the Vendors and/or the Company where the non-performance or non-fulfillment of the relevant condition is as a result of a breach of covenant, representation or warranty by the PurchaserAcquirer. Any such condition may be waived in whole or in part by the Vendors and the Company in writing without prejudice to any claims it may have for breach of covenant, representation or warranty.

The Vendors’ and the Company’s Conditions Precedent. The purchase rights, duties and sale obligations of each of the Purchased Securities is Vendors and the Company under this Agreement are also subject to the following terms and conditions precedent for the exclusive benefit of each of the Vendors and the Company to be fulfilled in all material aspects in the reasonable opinion of the Vendors and the Company or to be waived by each or any of the Vendors and the Company as soon as possible after the Execution Date: (a) the Purchaser shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Purchaser on or before the Closing Date (as hereinafter determined); (b) the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Shares to the Vendors on or before the Closing Date (as hereinafter determined); - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. - (c) the Purchaser and each of the Purchaser's subsidiaries, if any, will have obtained all authorizations, approvals, 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 required 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 the Purchaser and the Purchaser's subsidiaries, if any, 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 the Purchaser or any of the Purchaser's subsidiaries, if any, may be subject; (d) all matters which, in the opinion of counsel for the Vendors and the Company, to be fulfilled or performed at or prior to are material in connection with the Time of Closing: (a) the representations and warranties of the Purchaser contained in transactions contemplated by this Agreement shall be true and correct in all material respects at subject to the Time of Closing, with the same force and effect as if such representations and warranties were made at and as favourable opinion of such timecounsel, and all relevant records and information shall be supplied to such counsel for that purpose; (b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser at or before the Time of Closing shall have been complied with or performed in all material respects; (c) there shall have been obtained, from all appropriate federal, provincial, municipal or other governmental or administrative bodies, such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required by law, if any, to be obtained by the Purchaser to permit the change of ownership of the Purchased Shares contemplated hereby, in each case in form and substance satisfactory to the Vendors and the Company, acting reasonably; and (de) no legal or regulatory action or proceeding at law or in equity shall be pending or threatened by any person person, company, firm, governmental authority, regulatory body or agency to enjoin, restrict enjoin or prohibit prohibit: (i) the purchase and sale or transfer of any of the Purchased Shares contemplated hereby. If by this Agreement or the right of any of the conditions contained Vendors to dispose of any of the Purchased Shares; or (ii) the right of the Purchaser and the Purchaser's subsidiaries, if any, to conduct their respective operations and carry on, in this section 5.3 shall not be performed the normal course, their respective businesses and operations as they have carried on in the past; (f) the delivery to the Company by the Purchaser, on a confidential basis, of the following documentation and information: (i) a copy of all material contracts, agreements, reports and title information of any nature respecting the Purchaser; and (ii) details of any lawsuits, claims or fulfilled potential claims relating to the Purchaser of which the Purchaser is aware and the Vendors and the Company are unaware; - Share Exchange Agreement - - Intergold Corporation changing its name to Lexington Resources, Inc. - (g) the Purchaser will, for a period of at or least five business days prior to the Time Closing Date (as hereinafter determined), during normal business hours: (i) make available for inspection by the respective solicitors, auditors and representatives of Closing the Company, at such location as is appropriate, all of the Purchaser's and each of the Purchaser's subsidiaries', if any, books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Company; provided such persons do not unduly interfere in the respective operations of the Purchaser or any of the Purchaser's subsidiaries, if any; (ii) authorize and permit such persons at the risk and the sole cost of the Company, and only if such persons do not unduly interfere in the respective operations of the Purchaser and each of the Purchaser's subsidiaries, if any, to attend at all of their respective places of business and operations to observe the conduct of their respective businesses and operations, inspect their respective properties and assets and make physical counts of their respective inventories, shipments and deliveries; and (iii) require the Purchaser's and each of the Purchaser's subsidiaries', if any, respective management personnel to respond to all reasonable inquiries concerning the Purchaser's and each of the Purchaser's subsidiaries', if any, respective business assets or the conduct of their respective businesses relating to their respective liabilities and obligations; and (i) the completion by the Vendors and the Company, and by the Vendors' and the Company's respective professional advisors, of a thorough due diligence and operations review of the respective businesses and operations of the Purchaser and each of the Purchaser's subsidiaries, if any, to the sole and absolute satisfaction of each of the Vendors and the Company, acting reasonably, the Vendors and/or the Company may, by notice to the Purchaser, terminate this Agreement and the obligations of the Vendors, the Company and the Purchaser under this Agreement, other than the obligations contained in Article 8 hereinbelow, shall be terminated, provided that the Vendors and the Company may also bring an action pursuant to Article 7 against the Purchaser for damages suffered by the Vendors and/or the Company where the non-performance or non-fulfillment of the relevant condition is as a result of a breach of covenant, representation or warranty by the Purchaser. Any such condition may be waived in whole or in part by the Vendors and the Company in writing without prejudice to any claims it may have for breach of covenant, representation or warranty.

The Vendors’ and the Company’s Conditions Precedent. The purchase and sale acquisition of the Purchased Securities Company Stock is subject to the following terms and conditions for the exclusive benefit of the Vendors and the Company, to be fulfilled or performed at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser Acquirer contained in this Agreement shall be true and correct in all material respects at the Time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time; (b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser Acquirer at or before the Time of Closing shall have been complied with or performed in all material respects; (c) there shall have been obtained, from all appropriate federal, provincial, municipal or other governmental or administrative bodies, such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required by law, if any, to be obtained by the Purchaser Acquirer to permit the change of ownership issuance and delivery of the Purchased Shares contemplated hereby, in each case in form and substance satisfactory Acquirer Stock to the Vendors and the Company, acting reasonably; andcontemplated hereby; (d) no legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale acquisition of the Purchased Shares Company Stock contemplated hereby; (e) on or prior to the Closing, the Acquirer shall take all action necessary to cause Xxxxxxx Xxxxxxx to execute an agreement with the Acquirer regarding a forfeiture of a certain amount of shares upon the occurrence of specified events. If any of the conditions contained in this section 5.3 shall not be performed or fulfilled at or prior to the Time of Closing to the satisfaction of the Vendors and the Company, acting reasonably, the Vendors and/or the Company may, by notice to the PurchaserAcquirer, terminate this Agreement and the obligations of the Vendors, the Company and the Purchaser Acquirer under this Agreement, other than the obligations contained in Article 8 hereinbelow, shall be terminated, provided that the Vendors and the Company may also bring an action pursuant to Article 7 against the Purchaser Acquirer for damages suffered by the Vendors and/or the Company where the non-performance or non-fulfillment of the relevant condition is as a result of a breach of covenant, representation or warranty by the PurchaserAcquirer. Any such condition may be waived in whole or in part by the Vendors and the Company in writing without prejudice to any claims it may have for breach of covenant, representation or warranty.

The Vendors’ and the Company’s Conditions Precedent. The purchase and sale of the Purchased Securities Shares is subject to the following terms and conditions for the exclusive benefit of the Vendors Vendor and the Company, to be fulfilled or performed at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects at the Time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time; (b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser at or before the Time of Closing shall have been complied with or performed in all material respects; (c) there shall have been obtained, from all appropriate federal, provincial, municipal or other governmental or administrative bodies, such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required by law, if any, to be obtained by the Purchaser to permit the change of ownership of the Purchased Shares contemplated hereby, in each case in form and substance satisfactory to the Vendors Vendor and the Company, acting reasonably; and (d) no legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Purchased Shares contemplated hereby. If any of the conditions contained in this section 5.3 subsection 6.1 shall not be performed or fulfilled at or prior to the Time of Closing to the satisfaction of the Vendors Vendor and the Company, acting reasonably, the Vendors Vendor and/or the Company may, by notice to the Purchaser, terminate this Agreement and the obligations of the VendorsVendor, the Company and the Purchaser under this Agreement, other than the obligations contained in Article 8 Section 12 hereinbelow, shall be terminated, provided that the Vendors Vendor and the Company may also bring an action pursuant to Article 7 Section 11 against the Purchaser for damages suffered by the Vendors and/or the Company where the non-performance or non-fulfillment of the relevant condition is as a result of a breach of covenant, representation or warranty by the Purchaser. Any such condition may be waived in whole or in part by the Vendors and the Company in writing without prejudice to any claims it may have for breach of covenant, representation or warranty.

The Vendors’ and the Company’s Conditions Precedent. The purchase and sale of the Purchased Securities Shares is subject to the following terms and conditions for the exclusive benefit of the Vendors Vendor and the Company, to be fulfilled or performed at or prior to the Time of Closing: (a) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects at the Time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time; (b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser at or before the Time of Closing shall have been complied with or performed in all material respects; (c) there shall have been obtained, from all appropriate federal, provincial, municipal or other governmental or administrative bodies, such licenses, permits, consents, approvals, certificates, registrations and authorizations as are required by law, if any, to be obtained by the Purchaser to permit the change of ownership of the Purchased Shares contemplated hereby, in each case in form and substance satisfactory to the Vendors Vendor and the Company, acting reasonably; and; (d) no legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Purchased Shares contemplated hereby. ; If any of the conditions contained in this section 5.3 shall not be performed or fulfilled at or prior to the Time of Closing to the satisfaction of the Vendors Vendor and the Company, acting reasonably, the Vendors Vendor and/or the Company may, by notice to the Purchaser, terminate this Agreement and the obligations of the Vendors, the Company and the Purchaser under this Agreement, other than the obligations contained in Article 8 hereinbelow, shall be terminated, provided that the Vendors Vendor and the Company may also bring an action pursuant to Article 7 against the Purchaser for damages suffered by the Vendors Vendor and/or the Company where the non-performance or non-fulfillment of the relevant condition is as a result of a breach of covenant, representation or warranty by the Purchaser. Any such condition may be waived in whole or in part by the Vendors Vendor and the Company in writing without prejudice to any claims it may have for breach of covenant, representation or warranty.