Laserfiche WebLink
b. Approval of the TSX Venture Exchange on terms reasonable acceptable to Sliver vii. Seven(7)business days shall have passed after later of entry of the <br /> X Mining Corp.and the Purchaser. Confirmation Order or such order described in section 7(d)(rv) of this <br /> Agreement, and the Confirmation Order shall not be the subject of any <br /> C. The Purchaser shall have received title insurance in respect of all of the Real appeal,motion for reconsideration or amendment,and shall not have been <br /> Property set out in Appendix 1 to Exhibit 1,in form and substance satisfactory to stayed,or modified;provided that,at the election of Purchaser,the time <br /> the Purchaser. period provided hereunder may be extended and in such case, Purchaser <br /> shall be responsible to provide Additional Funding in accordance with <br /> d. The Purchaser shall have received the consents required to the assignment of the Section 8c.of this Agreement <br /> warehouse/office lease and 3 mining leases listed in Exhibit 2, whether through <br /> agreements,consents,approvals or waivers from the applicable counterparty. viii. The Seller shall have performed all of its obligations pursuant to <br /> this Agreement. <br /> e. The Seller shall have delivered to the Purchaser any executed documentation <br /> reasonably required to be filed or submitted to any governmental authority to effect the The foregoing conditions are for the exclusive benefit of the Purchaser.Any condition <br /> transfer or re-issuance of Required Permits listed in Appendix 4 of Exhibit 1. in this Section 11 may be waived by the Purchaser in whole or in part,without prejudice <br /> to any of its rights of termination in the event of non-fulfillment of any other condition <br /> f. Confirmation by the District Court of this Agreement and the transactions in whole or in part.Any such waiver shall be binding on the Purchaser only if made in <br /> contemplated by this Agreement,upon compliance with the following procedures: writing. If any condition set out in Section 1 1 is not satisfied or performed on or prior <br /> to the Closing Date,the Purchaser may elect on written notice to the Seller to terminate <br /> i. The Receiver's Motion for approval of this Agreement and the this Agreement. <br /> transactions contemplated by this Agreement and entry of the Confirmation <br /> Order(the"Motion")shall be acceptable to Purchaser and shall have been 12. Closing. <br /> provided to Purchaser's counsel in draft form 48 hours prior to filing with <br /> the District Court. The Motion and the proposed Confirmation Order a. The Closing shall occur within 3 business days after the satisfaction of all <br /> shall include, without limitation, a specific list identifying all Liens of closing conditions set out in Section 11 (the"Closing Date"). The Closing will <br /> record that will be expunged pursuant to the transfer of the Purchased be conditional upon the satisfaction or waiver by the Purchaser of the conditions <br /> Assets as herein provided. described herein. Each of the Parties agree to take all such actions as are within <br /> its power to control and shall use its commercially reasonable efforts to cause <br /> ii. The Motion shall be served on all relevant parties in interest, other actions to be taken which are not within its power to control,so as to permit <br /> specifically including but not limited to holders of Liens,and the proposed good title to the Purchased Assets to be duly transferred to the Purchaser at the <br /> service list shall be provided to Purchaser's counsel with the draft Motion. Closing and ensure compliance with all of the conditions set forth in this <br /> iii. Parties and other lienholders shall be provided time to object as Agreement. <br /> provided by the rules of civil procedure as modified by the court in its b. The transactions at Closing, when effective, will be deemed to be effective <br /> discretion. as of 12:00 a.m. on the Closing Date,except as otherwise specifically provided <br /> Iv. After conferring with counsel for the Purchaser,the Receiver shall at the time of Closing. <br /> file any pleadings or papers necessary or appropriate to fix a specific time c. Purchaser shall pay all reasonable registration fees associated with the <br /> by which the Confirmation Order must be appealed or otherwise transfer of the Purchased Assets, including but not limited to the following, as <br /> challenged,and the District Court shall have granted such relief. applicable- <br /> V. The Receiver, with cooperation from the Purchaser, shall present 1. Cost to record the Receiver's Deeds referred to in Section 9ii.and <br /> evidence to the District Court sufficient to support findings of adequate iii.above;and <br /> notice, the Purchaser's good faith, the sufficiency of the consideration <br /> paid,fairness to parties and lienholders,and any other matter provided in ii. State Documentary Fee. <br /> the Confirmation Order. <br /> 13. Seller's Covenants. Seller covenants and agrees as follows: <br /> vi. Entry of the Confirmation Order, which must be acceptable to <br /> Purchaser in form and substance. <br /> Exhibit 1 Exhibit 1 <br /> Page 9 of 73 Page 10 of 73 <br />