Common use of Vendor’s Conditions Clause in Contracts

Vendor’s Conditions. (a) The obligation of Vendor to complete the Transaction and sell and convey the Assets to Purchaser is subject to the following conditions precedent, which are inserted into and made part of this Agreement for the exclusive benefit of Vendor and may be waived only by Vendor with the exception of those matters set forth in Sections 3.2(a)(iii) and 3.2(a)(vi) which cannot be waived: (i) the representations and warranties of Purchaser set forth in Clause 5.3: (A) shall be true and correct in all material respects as of the date of this Agreement; and (B) shall be true and correct in all material respects as of the Closing Date; or, in each case, shall be true and correct in all material respects as of such other date or dates as specified therein, and all obligations and covenants of Purchaser in this Agreement that are to be performed or complied with prior to or at the Closing Time (other than in respect to the payments, agreements, certificates and other instruments and documents to be made and delivered at the Closing Time by Purchaser pursuant to Clause 4.2) shall have been performed or complied with in all material respects; (ii) at the Closing Time, Purchaser shall have duly made and delivered the payments, agreements, certificates and other instruments and documents required pursuant to Clause 4.2, including the share certificate representing the Consideration Shares; (iii) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction which has not been vacated or dismissed prior to the Closing Time; (iv) all Third Party consents normally acquired prior to closing a transaction of this nature or where such consent may be unreasonably withheld shall have been received; (v) Purchaser shall have received conditional listing approval of the TSX in respect of the issuance of the Consideration Shares; and (vi) all applicable and required regulatory and Governmental Authority approvals, including Competition Act Approval, shall have been received. (b) If any of the conditions precedent in Subclause 3.2(a) have not been satisfied, complied with or waived by Vendor at or before the Closing Time, then Vendor may terminate this Agreement by written notice to Purchaser prior to the Closing Time and the Parties shall be released and discharged from all further obligations hereunder, except with respect to those rights and obligations arising pursuant to the provisions of Clause 11.11.

Vendor’s Conditions. (a) The obligation of Vendor to complete the Transaction and sell and convey the Assets to Purchaser is subject to the following conditions precedent, which are inserted into and made part of this Agreement for the exclusive benefit of Vendor and may be waived only by Vendor with the exception of those matters set forth in Sections 3.2(a)(iii) and 3.2(a)(vi) which cannot be waivedVendor: (i) the representations and warranties of Purchaser set forth in Clause 5.3: (A) 5.3 shall be true and correct in all material respects as of the date of this Agreement; and (B) shall be true when made and correct in all material respects as of the Closing Date; orTime, in each case, shall be true and correct in all material respects as of such unless some other date or dates as specified thereintime is specified, and all obligations and covenants of Purchaser in this Agreement that are to be performed or complied with prior to or at the Closing Time (other than in respect to the payments, agreements, certificates and other instruments and documents to be made and delivered at the Closing Time by Purchaser pursuant to Clause 4.2) shall have been performed or complied with in all material respects; (ii) at the Closing Time, Purchaser shall have duly made and delivered the payments, agreements, certificates and other instruments and documents required pursuant to Clause 4.2, including the share certificate representing the Consideration Shares; (iii) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction which has not been vacated or dismissed prior to the Closing Time;; and (iv) all Third Party consents normally acquired prior to closing a transaction of this nature or where such consent may be unreasonably withheld the Competition Act Approval shall have been received;obtained without conditions; and (v) Purchaser shall have received conditional listing approval of the TSX in respect of the issuance of the Consideration Shares; and (vi) all applicable and required regulatory and Governmental Authority approvals, including Competition Act Approval, TSXV Approval shall have been receivedobtained, without conditions, other than any conditions acceptable to Vendor in its sole and absolute discretion. (b) If any of the conditions precedent in Subclause Clause 3.2(a) have has not been satisfied, complied with or waived by Vendor at or before the Closing Time, then Vendor may terminate this Agreement by written notice to Purchaser prior to the Closing Time Time. (c) If Vendor terminates this Agreement as provided in Clause 3.2(b), Purchaser and the Parties Vendor shall be released and discharged from the further performance of any duties or obligations under this Agreement except as provided in this Clause 3.2(c) and Clauses 11.2 and 12.11; subject to the following: (i) If Vendor terminates this Agreement as provided in Clause 3.2(b) as a consequence of the conditions precedent set forth in Clause 3.2(a)(i) or (ii) not having been satisfied, then Vendor and Purchaser shall forthwith instruct Vendor's Solicitors to release the Cash Deposit and Deposit Interest, and to deliver the Non-Cash Deposit, to Vendor and: (A) Vendor shall be entitled to retain the Cash Deposit and Deposit Interest; and (B) Vendor shall be entitled to Purchaser's entire right title and interest in and to the Deposit Lands, as evidenced by the Quit Claim and Conveyance; as liquidated damages, being the Parties' good faith estimate of the damages that Vendor will suffer as a consequence of the termination of this Agreement in such circumstances, and Vendor's sole and exclusive right and recourse against Purchaser shall be limited to the Cash Deposit, the Deposit Interest and the Non-Cash Deposit, provided that: (i) in furtherance of the Quit Claim and Conveyance and the forfeiture by Purchaser of its interest in the Deposit Lands as provided herein, Purchaser shall forthwith thereafter deliver to Vendor such further specific conveyances as are required to transfer Purchaser's interest in the Deposit Lands to Vendor, as well as all further obligations hereunderof Purchaser's files and records in respect of the Deposit Lands; and (ii) Vendor shall not have any Claims against Purchaser under this Agreement or in connection with the Assets or otherwise in connection with the Transaction, except with respect other than Purchaser's entitlement to those rights the Deposit and obligations arising the Deposit Interest or pursuant to Clauses 7.7, 11.2 and 12.11, which shall survive any such termination. (ii) If Vendor terminates this Agreement as provided in Clause 3.2(b) as a consequence of the provisions of conditions precedent set forth in Clause 11.113.2(a)(iii) or 3.2(a)(iv) not having been satisfied or complied with, Vendor and Purchaser shall forthwith instruct Vendor's Solicitors to return the Cash Deposit and Deposit Interest, and to deliver the Non-Cash Deposit, to Purchaser and neither Party shall have any Claims against any other Party under this Agreement or in connection with the Assets or otherwise in connection with the Transaction, other than Purchaser's entitlement to the Deposit and the Deposit Interest or pursuant to Clauses 11.2 and 12.11, which shall survive any such termination.

Vendor’s Conditions. (a) The obligation of Vendor to complete the Transaction sell its interest in and sell and convey to the Assets to Purchaser is subject to the following conditions precedent, which are inserted into herein and made part of this Agreement hereof for the exclusive benefit of Vendor and may be waived only by Vendor with the exception of those matters set forth in Sections 3.2(a)(iii) and 3.2(a)(vi) which cannot be waivedVendor: (ia) the representations and warranties of Purchaser set forth in Clause 5.3: (A) herein contained shall be true and correct in all material respects as of the date of this Agreement; and (B) shall be true when made and correct in all material respects as of the Closing Date; or, in each case, shall be true and correct in all material respects as of such other date or dates as specified thereinTime, and a Certificate to that effect shall have been delivered by Purchaser to Vendor at Closing; (b) all obligations and covenants of Purchaser contained in this Agreement that are to be performed or complied with prior to or at the Closing Time (other than in respect to the payments, agreements, certificates and other instruments and documents to be made and delivered at the Closing Time by Purchaser pursuant to Clause 4.2) shall have been timely performed or complied with in all material respects; (iic) all amounts to be paid by Purchaser to Vendor at Closing shall have been paid to Vendor in the form stipulated in this Agreement; (d) Vendor shall be satisfied, acting reasonably, on or before the Closing Time, that Purchaser shall have duly made meets all regulatory requirements to be unconditionally accepted as the holder of any licences, permits and delivered approvals pertaining to the payments, agreements, certificates and other instruments and documents required pursuant to Clause 4.2, including Assets by the share certificate representing the Consideration Sharesregulatory body having jurisdiction over such matters; (iiie) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction which has not been vacated or dismissed prior to the Closing Time; (iv) all Third Party consents normally acquired prior to closing a transaction of this nature or where such consent may be unreasonably withheld shall have been received; (v) Purchaser Vendor shall have received conditional listing approval the Competition Act (Canada) clearance by way of Advance Ruling Certificate, exemption or filing, as set out in this Agreement, on or before June 30, 2002. If any one or more of the TSX in respect of the issuance of the Consideration Shares; and (vi) all applicable and required regulatory and Governmental Authority approvals, including Competition Act Approval, shall have been received. (b) If any of the foregoing conditions precedent in Subclause 3.2(a) has or have not been satisfied, complied with with, or waived by Vendor Vendor, at or before the Closing Time, then Vendor may terminate in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Purchaser prior to the Closing Time Purchaser. If Vendor rescinds this Agreement in accordance with sub-clauses 3.2 (a), 3.2 (b) and the Parties 3.2 (c), Vendor shall be released entitled to retain the Deposit as liquidated damages and discharged not as a penalty, with no right to claim further damages or other remedies from all further obligations hereunder, except with respect to those rights and obligations arising pursuant to the provisions of Clause 11.11Purchaser.

Vendor’s Conditions. (a) The obligation of Vendor to complete the Transaction and sell and convey the Assets to Purchaser is subject to the following conditions precedent, which are inserted into and made part of this Agreement for the exclusive benefit of Vendor and may be waived only by Vendor with the exception of those matters set forth in Sections 3.2(a)(iii) and 3.2(a)(vi) which cannot be waivedVendor: (i) the representations and warranties of Purchaser set forth in Clause 5.3: (A) shall be true and correct in all material respects as of the date of this AgreementAgreement except where the representation and warranty in question is already qualified by materiality in which case such representation and warranty shall be true and correct; and (B) shall be true and correct in all material respects as of the Closing Date; Date except where the representation and warranty in question is already qualified by materiality in which case such representation and warranty shall be true and correct, or, in each case, shall be true and correct in all material respects as of such other date or dates as specified therein, and ; (ii) all obligations and covenants of Purchaser in this Agreement that are to be performed or complied with prior to or at the Closing Time (other than in respect to of the payments, agreements, certificates and other instruments and documents to be made and delivered at the Closing Time by Purchaser pursuant to Clause 4.2) shall have been performed or complied with in all material respectsrespects prior to the Closing Time; (iiiii) at the Closing Time, Purchaser shall have duly made and delivered the payments, agreements, certificates and other instruments and documents required pursuant to Clause 4.2, including the share certificate representing the Consideration Shares; (iiiiv) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction which has not been vacated or dismissed prior to the Closing Time; (iv) all Third Party consents normally acquired prior to closing a transaction of this nature or where such consent may be unreasonably withheld shall have been received;; and (v) Purchaser all necessary governmental and other regulatory approvals to the sale of the Assets that are required prior to Closing shall have received conditional listing approval of the TSX in respect of the issuance of the Consideration Shares; and (vi) all applicable and required regulatory and Governmental Authority approvalsbeen obtained without conditions, including the Competition Act Approval, shall have been received. (b) If any of the conditions precedent in Subclause Clause 3.2(a) have has not been satisfied, complied with or waived by Vendor at or before the Closing Time, then Vendor may terminate this Agreement by written notice to Purchaser prior to the Closing Time and the Parties Deposit along with all interest earned thereon shall be governed in accordance with the provisions of Clause 2.4(b). (c) If Vendor terminates this Agreement as provided in Clause 3.2(b) as a consequence of one or more of the conditions precedent set forth in Clause 3.2(a) not having been satisfied or complied with, then Purchaser and Vendor shall be released and discharged from all liabilities and obligations under this Agreement and from the further performance of any duties or obligations hereunderunder this Agreement, except with respect to those rights as provided in Clause 2.4(b), Clause 6.6(d) and obligations arising pursuant to the provisions of Clause 11.1113.12.

Vendor’s Conditions. (a) The obligation of Vendor to complete sell its interest in and to the Transaction and sell and convey the Assets to Purchaser Shares is subject to the following conditions precedent, which are inserted into herein and made part of this Agreement hereof for the exclusive benefit of Vendor and may be waived only by Vendor with the exception of those matters set forth in Sections 3.2(a)(iii) and 3.2(a)(vi) which cannot be waivedVendor: (i) the representations and warranties of Purchaser set forth contained in Clause 5.3: (A) 5.6 shall be true and correct in all material respects as of the date of this Agreement; and (B) shall be true when made and correct in all material respects as of the Closing Date; or, in each case, shall be true and correct in all material respects as of such other date or dates as specified therein, Time and all obligations and covenants of Purchaser in this Agreement that are Vendor to be performed or complied with prior to or at the Closing Time (other than in respect to the payments, agreements, certificates and other instruments and documents to be made and delivered at the Closing Time by Purchaser pursuant to Clause 4.2) shall have been timely performed or complied with in all material respects; (ii) at the Closing Time, Purchaser shall have duly made and delivered the payments, agreements, certificates and other instruments and documents required pursuant to Clause 4.2, including the share certificate representing the Consideration Shares; (iii) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion any of the Transaction transactions contemplated hereby which has have not been vacated or dismissed prior to the Closing Time;; and (iv) all Third Party consents normally acquired prior to closing a transaction of this nature or where such consent may be unreasonably withheld shall have been received; (v) Purchaser shall have received conditional listing approval of the TSX in respect of the issuance of the Consideration Shares; and (vi) all applicable and required regulatory and Governmental Authority approvals, including Competition Act Approval(Canada) clearance by way of Advance Ruling Certificate, shall have been receivedexemption or filing, as set out in this Agreement, on or before the Closing Time on terms and conditions satisfactory to Vendor acting reasonably. (b) If any of the conditions precedent set out in Subclause Clause 3.2(a) have has not been satisfied, complied with or waived by Vendor at or before the Closing Time, then Vendor may terminate this Agreement by written notice to Purchaser immediately prior to the Closing Time Time. (c) (i) If Vendor terminates this Agreement as provided in Clause 3.2(b), Purchaser and the Parties Vendor shall be released and discharged from all the further performance of any duties or obligations hereunder, hereunder except with respect to those rights as provided in this Clause 3.2(c) and obligations arising pursuant to the provisions of Clause 11.1114.14.