OPINIONS AND CERTIFICATES Clause Samples

OPINIONS AND CERTIFICATES. (i) The Company shall furnish to the Trustee all opinions and certificates delivered by the Company in connection with the Security Agreements and such opinions and certificates shall be for the benefit of the Trustee and the Holders of the Notes. (ii) The Company shall otherwise comply with the provisions of TIA Section 314(b).

OPINIONS AND CERTIFICATES. 6.1 On the Closing Day, the Issuer will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) evidence of the necessary approval of the Regulatory Authorities for the Offering; (b) an opinion of counsel for the Issuer, dated as of the Closing Day and addressed to the Agent and its counsel, relating to any legal matter in connection with the creation, issuance and sale of the Securities for which the Agent may reasonably request an opinion; (c) a certificate of the Issuer, dated as of the Closing Day and signed by the chief executive officer and chief financial officer of the Issuer or such other officers approved by the Agent, certifying certain facts relating to the Issuer and its affairs (the “Officers’ Certificate”); and (d) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel.

OPINIONS AND CERTIFICATES. 6.1 Prior to the filing of the final Prospectus, the Issuer will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) a comfort letter from the auditor of the Issuer, dated as of the date of the Prospectus and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; and (b) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 6.2 On Closing, the Issuer will deliver the following documents to the Agent and its counsel in form and content acceptable to them: (a) evidence of the necessary approval of the Regulatory Authorities for the Offering; (b) such legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Law Corporation, the Issuer's legal counsel, addressed to the Agent and its legal counsel and dated as of the Closing Date and opinions of local counsel addressed to the Agent and its legal counsel as to the laws of any other Selling Province, relying, as to matters of fact, on certificates of auditors, public officials and officers of the Issuer relating to the final Prospectus, the trade and distribution of the Offered Units without restriction, and to such other matters as the Agent may reasonably require; (c) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ Harwardt Law Corporation, dated as of the Closing Date and addressed to the Agent and its counsel, relating to the ownership, existence and status of the Mon Gold Property; (d) a bring-down comfort letter from the auditor of the Issuer, dated as of the Closing Date and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; (e) a certificate of the Issuer, dated as of the Closing Date and signed by the chief executive officer and chief financial officer of the Issuer or such other officers approved by the Agent, certifying certain facts relating to the Issuer and its affairs (the “Officers’ Certificate”); and (f) any other certificates, comfort letters or opinions in connection with any matter related to the Offering which are reasonably requested by the Agent or its counsel.

OPINIONS AND CERTIFICATES. 6.1 On the Effective Date, the Issuer will deliver the following documents to the Agent and its counsel in a form acceptable to them (the "Deliveries"): (a) a comfort letter from the auditor of the Issuer, dated as of the date of the Prospectus and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; (b) an opinion of counsel for the Issuer, dated as of the Effective Date and addressed to the Agent and its counsel, relating to any legal matter in connection with die creation, issuance and sale of the Securities for which the Agent may reasonably request an opinion (the "Legal Opinion"); (c) a certificate of the Issuer, dated as of the Effective Date and signed by the president of the Issuer or by another officer approved by the Agent, certifying certain facts relating to the Issuer and its affaks (the "Officer's Certificate"); and (d) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 6.2 On Closing, the Issuer will provide the Agent and its counsel with evidence of the necessary approval of the Regulatory Authorities for the Offering, the Legal Opinion and the Officer's Certificate updated to the Closing.

OPINIONS AND CERTIFICATES. In furtherance of the foregoing, the Company shall, (i) at the time of execution of this Letter Agreement, provide the Depositary with (x) an opinion of its English counsel (its “English Counsel”) to the Depositary which addresses that subject to customary and appropriate, assumptions, qualifications and limitations, (a) the execution, delivery and performance of this Letter Agreement have been authorized by and on behalf of the Company and, upon the execution and unconditional delivery of this Letter Agreement by a director or other authorized person for and on behalf of the Company, this Letter Agreement will have been duly executed on behalf of the Company, and (b) the execution and delivery of this Letter Agreement by the Company and the performance by the Company of its obligations under this Letter Agreement do not and will not contravene or conflict with any laws of England and Wales normally applicable to transactions of the type contemplated by this Letter Agreement; (y) an opinion of its U.S. counsel (its “U.S. Counsel”) to the Depositary which addresses, that subject to customary and appropriate assumptions, qualifications and limitations, (a) assuming its due authorization, execution and delivery, this Letter Agreement is valid, binding and enforceable against the Company under the laws of the State of New York, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (b) the Registration Statement at March 29, 2021 including the information deemed to be a part thereof pursuant to Rule 430B under the Act, and the Prospectus, as of its date, each appeared on their face to be appropriately responsive in all material respects to the applicable form requirements for registration statements on Form S-3 under the Securities Act and the rules and regulations of the Commission thereunder; and (z) a certificate signed by the corporate secretary of the Company certifying that this Letter Agreement has been executed and delivered by an executive officer for and on behalf of the Company, and (ii) concurrently with each Program Sale, (x) an opinion of its English Counsel to the Depositary which addresses tha...

OPINIONS AND CERTIFICATES. 6.1 Prior to the Agent executing the Agent’s certificate attached to the Final Prospectus, the Issuer will deliver to the Agent and its legal counsel in forms acceptable to them a certificate of the Issuer, dated as of the date of the Final Prospectus and signed by the chief executive officer and the chief financial officer of the Issuer or by such other officer approved by the Agent, certifying certain facts relating to the Issuer and its affairs (the “Officer’s Certificate”), the form of which is attached as Schedule A hereto. 6.2 On the Closing Date, the Issuer will deliver to the Agent, as applicable: (a) the Officer’s Certificate, updated to the Closing Date; (b) an opinion of legal counsel for the Issuer and any applicable local counsel opinions, addressed to the Agent and its legal counsel relating to any legal matter in connection with the Prospectus and the creation, issuance and sale of the Securities for which the Agent may reasonably request an opinion; and (c) documents evidencing the necessary approval of the Regulatory Authorities for the Offering and the conditional listing of the Common Shares and the Agent’s Warrant Shares on the Exchange. 6.3 The Issuer will also deliver any other certificates, comfort letters or opinions in connection with any matter related to the Offering or the Prospectus which are reasonably requested by the Agent or its legal counsel.

OPINIONS AND CERTIFICATES. 10.1 Prior to the Effective Date, the Corporation will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) a long form comfort letter of the auditor of the Corporation, dated as of the date of the Prospectus (final) and addressed to the Agent and its counsel, relating to the accuracy of the Financial Statements and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus (the "Auditors' Comfort Letter"). 10.2 On the Closing Date, the Corporation will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) an opinion of counsel for the Corporation, dated as of the Closing Date and addressed to the Agent and its counsel, relating to any legal matter in connection with the creation, issuance and sale of the Offered Common Shares and the distribution of the Agent’s Warrants and other matters contemplated by the Offering and the Prospectus for which the Agent may reasonably request an opinion (the "Legal Opinion"); (b) a certificate of the Corporation, dated as of the Closing Date, addressed to the Agent and its counsel and signed by the chief executive officer and the chief financial officer of the Corporation or by such other officers approved by the Agent, certifying certain facts relating to the Corporation and its affairs (the "Officers' Certificate"); and (c) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 10.3 No later than the day prior to the Closing Date the Corporation will provide the Agent and its counsel with evidence of the necessary approval of the Securities Commissions for the Offering.

OPINIONS AND CERTIFICATES. The Administrative Agent shall have received opinions and certificates dated the Amendment Effectiveness Date, in form and substance substantially similar to those delivered pursuant to Sections 4.02 (b), (c) and (h)(i) and including a representation by a Financial Officer of Borrower that as of the Amendment Effectiveness Date no tax or judgment liens have been filed against any Loan Party or any of their respective properties since the Closing Date.

OPINIONS AND CERTIFICATES. All opinions of counsel to the Company and all corporate certificates or documents in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be in form and substance satisfactory to the Investor, and the Investor shall have received all such counterpart originals or certified or other copies of such documents as Investor may reasonably request.