Common use of Covenants of the Vendor Clause in Contracts

Covenants of the Vendor. (1) The Vendor shall ensure that the representations and warranties of the Vendor set out in Section 3.01 over which the Vendor has reasonable control are true and correct at the Time of Closing and that the conditions of closing for the benefit of both Parties or Anooraq set out in Section 5.02(1) over which the Vendor has reasonable control have been performed or complied with by the Time of Closing. (2) The Vendor shall promptly notify Anooraq in writing of any breach of this Agreement, the Grandfather Shareholders Documents or the Pelawan Trust Deed of which it is aware which has or may reasonably be expected to result in the Vendor or Anooraq ceasing to qualify as an HDP. (3) The Vendor shall permit Anooraq, through its agents and representatives, to make such reasonable investigation prior to the Time of Closing of the assets of Micawber and the Vendor and of each of their financial and legal condition as Anooraq considers necessary or advisable to familiarize itself with such assets and other matters and the Vendor shall supply any and all documents and records of Micawber and the Vendor to Anooraq and its agents and representatives as they may reasonably require. The Vendor shall also permit the inspection of the assets of Micawber and the Vendor prior to the Time of Closing by such federal, provincial or municipal authorities as Anooraq may require. Such investigations and inspections shall not, however, affect or mitigate the Vendor’s covenants, representations and warranties hereunder which shall continue in full force and effect. (4) The Vendor shall employ its reasonable endeavours to procure prior to March 31, 2004: (a) the amendment of the Grandfather Shareholders Documents and the memorandum and articles of association of the Vendor to the reasonable satisfaction of Anooraq; (b) the submission of draft applications to the DME for the amendment, reissue or novation, as appropriate, of all relevant leases, permits, title documents, agreements and constating documents to reflect that Anooraq or one of its Affiliates shall replace the Vendor from the Time of Closing as the participant in the Ga-Phasha Project and such amendment, reissue or novation taking place; (c) the grant to Micawber by the DME of a mineral lease in respect of the farms referred to in paragraph 1 of Schedule B; (d) the issue by the DME of a mining authorization in accordance with Section 9 of the Minerals Act, 1991 (South Africa), or the equivalent right, licence or interest in accordance with the Mineral and Petroleum Development Act (South Africa) in the event that such statute comes into force prior to the Time of Closing, to, RPM and Anooraq, or one of their respective Affiliates; (e) the signature by RPM of the joint venture agreement envisaged in Schedule B in relation to the Ga-Phasha Project; (f) the establishment of the Pelawan Trust in accordance with this Agreement; and (g) the consent of the SARB to the performance by the Parties of their respective obligations in terms of this Agreement.

Covenants of the Vendor. (1) The Vendor shall ensure that the representations and warranties of the Vendor set out in Section 3.01 over which the Vendor has reasonable control herein are true and correct at on the Time of Closing Date and that the conditions of closing for the benefit of both Parties or Anooraq set out in Section 5.02(1) over which the Vendor has reasonable control Purchaser have been performed or complied with by on or before the Time of ClosingClosing Date. (2) The Vendor shall promptly notify Anooraq in writing indemnify and save harmless the Purchaser from and against all losses, damages or expenses directly or indirectly suffered by the Purchaser (except consequential damages) resulting from any breech of any breach covenant of this Agreement, the Grandfather Shareholders Documents or the Pelawan Trust Deed of which it is aware which has or may reasonably be expected to result Vendor contained in the Vendor Agreement or, subject to Section 3.2 from any inaccuracy or Anooraq ceasing to qualify as an HDPmisrepresentation in any representation or warranty set forth in Section 3.1. (3) The Vendor shall permit Anooraqthe Purchaser, through its agents and representatives, to make such reasonable investigation prior to the Time of Closing Date of the assets of Micawber Shares and the Vendor Vendor’s Business and of each of their the Vendor’s financial and legal condition as Anooraq the Purchaser considers necessary or advisable to familiarize itself with such assets the Vendor’s Business and other matters matters, and the Vendor shall supply any and all documents and document records of Micawber and the Vendor to Anooraq the Purchaser and its agents and representatives as they may reasonably require. The Vendor shall also permit the inspection of the assets Vendor’s Business of Micawber and the Vendor prior to the Time of Closing Date by such federal, provincial provincial, or municipal authorities as Anooraq the Purchaser may require. Such investigations and inspections shall not, not however, affect or mitigate the VendorVendor and the Shareholder’s covenants, representations and warranties hereunder which shall continue in full force and effect. (4) The Vendor shall employ its reasonable endeavours to procure prior to March 31shall, 2004: (a) at the amendment request of the Grandfather Shareholders Documents Purchaser and at the memorandum Purchaser’s cost, execute and articles deliver any instruments, including but not limited to assignment of association of patents, patent right, trademarks, copy rights, suitable for registration with the Vendor appropriate governmental authority, to allow the reasonable satisfaction of Anooraq; (b) the submission of draft applications Purchaser to the DME for the amendment, reissue or novation, as appropriate, of all relevant leases, permits, title documents, agreements and constating documents to reflect that Anooraq or one of perfect its Affiliates shall replace the Vendor from the Time of Closing as the participant interests in the Ga-Phasha Project tangible and such amendment, reissue or novation taking place; (c) the grant intangible Assets conveyed pursuant to Micawber by the DME of a mineral lease in respect of the farms referred to in paragraph 1 of Schedule B; (d) the issue by the DME of a mining authorization in accordance with Section 9 of the Minerals Act, 1991 (South Africa), or the equivalent right, licence or interest in accordance with the Mineral and Petroleum Development Act (South Africa) in the event that such statute comes into force prior to the Time of Closing, to, RPM and Anooraq, or one of their respective Affiliates; (e) the signature by RPM of the joint venture agreement envisaged in Schedule B in relation to the Ga-Phasha Project; (f) the establishment of the Pelawan Trust in accordance with this Agreement; and (g) the consent of the SARB to the performance by the Parties of their respective obligations in terms of this Agreement. (5) The Vendor each understand and acknowledge that the EOS Inc. Shares (and any securities issued upon exercise thereof) will be subject to resale restrictions imposed by the applicable securities legislation and regulatory authorities, including the minimum four month holding period applicable under Multilateral Instrument 45-102 “ Resale of Securities” The Vendor each further acknowledge that such regulatory will require a legend to be placed on certificates representing the EOS Inc. Shares with respect to such resale restrictions.