Common use of Publicly Filed Documents; Undisclosed Liabilities Clause in Contracts

Publicly Filed Documents; Undisclosed Liabilities. Except as set forth in Section (e) of the Acquireco Disclosure Statement, Acquireco has filed all required reports, schedules, forms, statements and other documents (including documents incorporated by reference) with the applicable security regulatory Agencies since July 1, 2006 (the “Acquireco Public Disclosure Documents”). Except as set forth in Section (e) of the Acquireco Disclosure Statement, as of its date, each Acquireco Public Disclosure Document complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act, as applicable, and the rules and regulations thereunder applicable to such Acquireco Public Disclosure Document. None of the Acquireco Public Disclosure Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such statements have been modified or superseded by a later-filed Acquireco Public Disclosure Document. The consolidated financial statements of Acquireco included in the Acquireco Public Disclosure Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Acquireco as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as and to the extent disclosed, reflected or reserved against on the balance sheet or the notes thereto of Acquireco as of June 30, 2009 included in the Filed Acquireco Public Disclosure Documents, as incurred after the date thereof in the ordinary course of business consistent with past practice and prohibited by this agreement, Acquireco does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, have had or would reasonably be expected to have a Materially Adverse effect on Acquireco and its Subsidiaries, taken as a whole.

Publicly Filed Documents; Undisclosed Liabilities. Except as set forth in Section (e) of the Acquireco Disclosure Statement, Acquireco Target has filed all required reports, schedules, forms, statements and other documents (including documents incorporated by reference) with the applicable security regulatory Agencies since July January 1, 2006 (the “Acquireco Target Public Disclosure Documents”). Except as set forth in Section (e) of the Acquireco Disclosure Statement, as As of its date, each Acquireco Target Public Disclosure Document complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act, as applicable, and the rules and regulations thereunder all applicable to such Acquireco Public Disclosure Documentsecurities Law. None of the Acquireco Target Public Disclosure Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such statements have been modified or superseded by a later-filed Acquireco Target Public Disclosure Document. The consolidated financial statements of Acquireco Target included in the Acquireco Target Public Disclosure Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable securities regulatory Agencies with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Acquireco Target as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as and to the extent disclosed, reflected or reserved against on the balance sheet or the notes thereto of Acquireco Target as of June 30December 31, 2009 2008 included in the Filed Acquireco Target Public Disclosure Documents, as incurred after the date thereof in the ordinary course of business consistent with past practice and prohibited by this agreementagreement or (ii) as set forth in Section (e) of the Target Disclosure Statement, Acquireco Target does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, have had or would reasonably be expected to have a Materially Adverse effect on Acquireco Target and its Subsidiaries, taken as a whole. Except as set forth in Section (e) of the Target Disclosure Statement, none of Target or its Subsidiaries is subject to the informational reporting requirements of, or required to file any form or other document with, any securities regulatory Agency (including any stock exchange).

Publicly Filed Documents; Undisclosed Liabilities. Except as set forth in Section (e) of the Acquireco Disclosure Statement, Acquireco Coeur has filed all required reports, schedules, forms, statements and other documents (including documents incorporated by reference) with the applicable security regulatory Agencies Regulatory Authorities since July 1December 31, 2006 (the “Acquireco Coeur Public Disclosure Documents”). Except as set forth in Section (e) of the Acquireco Disclosure Statement, as As of its date, each Acquireco Coeur Public Disclosure Document complied in all material respects with the requirements of the Securities Act Act, or the Securities Exchange ActAct or the Sxxxxxxx-Xxxxx Act or 2002, as applicable, and the rules and regulations thereunder applicable to such Acquireco Coeur Public Disclosure Document. None of the Acquireco Coeur Public Disclosure Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such statements have been modified or superseded by a later-filed Acquireco Coeur Public Disclosure Document. The consolidated financial statements of Acquireco Coeur included in the Acquireco Coeur Public Disclosure Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Acquireco Coeur as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as and to the extent disclosed, reflected or reserved against on the balance sheet or the notes thereto of Acquireco Coeur as of June 30December 31, 2009 2006 included in the Filed Acquireco Coeur Public Disclosure Documents, (ii) as incurred after the date thereof in the ordinary course of business consistent with past practice and not prohibited by this agreement, Acquireco or (iii) Coeur does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, have had or would reasonably be expected to have be a Materially Coeur Material Adverse effect on Acquireco Change. The books and records of Coeur and its Subsidiariessubsidiaries have been, taken as a wholeand are being, maintained in all material respects in accordance with applicable legal and accounting requirements.

Publicly Filed Documents; Undisclosed Liabilities. Except as set forth in Section Schedule (ef) of the Acquireco Jervois Disclosure Statement, Acquireco Jervois has filed, or has had filed or disclosed on its behalf, all required reports, schedules, forms, statements and other documents (including documents incorporated by reference, as may be required) with the applicable security Australian Securities & Investments Commission and in respect of any Jervois Subsidiary incorporated outside of Australia, relevant regulatory Agencies since July 1, 2006 authorities in those jurisdictions (the “Acquireco Jervois Public Disclosure Documents”)) except where the failure to make such filing would not be Materially Adverse. Except as set forth in Section Schedule (ef) of the Acquireco Jervois Disclosure Statement, as of its date, each Acquireco Jervois Public Disclosure Document complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act, as applicable, and the rules and regulations thereunder applicable to such Acquireco Jervois Public Disclosure Document. None of the Acquireco Jervois Public Disclosure Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such statements have been modified or superseded by a later-filed Acquireco Jervois Public Disclosure Document. The consolidated financial statements of Acquireco Jervois included in the Acquireco Jervois Public Disclosure Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC IFRS with respect thereto, have been prepared in accordance with GAAP IFRS applied on a consistent basis during the periods involved (except as may be indicated such financial statements and the notes thereto or, in the case of audited statements in the related report of Jervois’ independent auditors; or in the case of unaudited interim statements and subject to normal period end adjustments and may omit notes theretowhich are not required by applicable Laws in the unaudited statements) and fairly present the consolidated financial position of Acquireco Jervois as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as and to the extent 38970304_4|NATDOCS disclosed, reflected or reserved against on the balance sheet or the notes thereto of Acquireco as of June 30, 2009 Jervois included in the Jervois Public Disclosure Documents filed and publicly available or in to the date of this Agreement (the “Filed Acquireco Jervois Public Disclosure Documents”), as incurred after the date thereof in the ordinary course of business consistent with past practice and prohibited by this agreementAgreement, Acquireco Jervois does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, have had or would reasonably be expected to have a Materially Adverse effect on Acquireco Jervois and its Subsidiaries, taken as a whole.

Publicly Filed Documents; Undisclosed Liabilities. Except as set forth in Section (e) of the Acquireco Disclosure Statement, Acquireco has filed all required reports, schedules, forms, statements and other documents (including documents incorporated by reference) with the applicable security regulatory Agencies since July 1, 2006 (the “Acquireco Public Disclosure Documents”). Except as set forth in Section (e) of the Acquireco Disclosure Statement, as of its date, each Acquireco Public Disclosure Document complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act, as applicable, and the rules and regulations thereunder applicable to such Acquireco Public Disclosure Document. None of the Acquireco Public Disclosure Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the 88 Table of Contents extent that such statements have been modified or superseded by a later-filed Acquireco Public Disclosure Document. The consolidated financial statements of Acquireco included in the Acquireco Public Disclosure Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Acquireco as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as and to the extent disclosed, reflected or reserved against on the balance sheet or the notes thereto of Acquireco as of June 30, 2009 included in the Filed Acquireco Public Disclosure Documents, as incurred after the date thereof in the ordinary course of business consistent with past practice and prohibited by this agreement, Acquireco does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, have had or would reasonably be expected to have a Materially Adverse effect on Acquireco and its Subsidiaries, taken as a whole.

Publicly Filed Documents; Undisclosed Liabilities. Except as set forth in Section (e) of the Acquireco Disclosure Statement, Acquireco Company has filed all required reports, schedules, forms, statements and other documents (including documents incorporated by reference) with the applicable security securities regulatory Agencies since July 131, 2006 2009 (the “Acquireco "Company Public Disclosure Documents”"). Except as set forth in Section (e) As of the Acquireco Disclosure Statement, as of its datetheir respective dates, each Acquireco Company Public Disclosure Document materially complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act, as applicable, and the rules and regulations thereunder all applicable to such Acquireco Public Disclosure Documentsecurities Law. None of the Acquireco Company Public Disclosure Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such statements have been modified or superseded by a later-filed Acquireco Company Public Disclosure Document. The consolidated financial statements of Acquireco Company included in the Acquireco Company Public Disclosure Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable securities regulatory Agencies with respect thereto, have been prepared in accordance with GAAP GAAP, IFRS or FAR, as applicable, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Acquireco Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as and to the extent disclosed, reflected or reserved against on the balance sheet or the notes thereto of Acquireco Company as of June 30July 31, 2009 2013, included in the Filed Acquireco Company Public Disclosure Documents, as incurred after the date thereof in the ordinary course of business consistent with past practice and not prohibited by this agreementAgreement or (ii) as set forth in Section (e) of the Company Disclosure Statement, Acquireco Company does not have any material liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due. Except as set forth in Section (e) of the Company Disclosure Statement, thatnone of Company or its Subsidiaries is subject to the informational reporting requirements of, individually or in the aggregaterequired to file any form or other document with, have had or would reasonably be expected to have a Materially Adverse effect on Acquireco and its Subsidiaries, taken as a wholeany securities regulatory Agency (including any stock exchange).

Publicly Filed Documents; Undisclosed Liabilities. Except as set forth in Section Schedule (ef) of the Acquireco Jervois Disclosure Statement, Acquireco Jervois has filed, or has had filed or disclosed on its behalf, all required reports, schedules, forms, statements and other documents (including documents incorporated by reference, as may be required) with the applicable security Australian Securities & Investments Commission and in respect of any Jervois Subsidiary incorporated outside of Australia, relevant regulatory Agencies since July 1, 2006 authorities in those jurisdictions (the “Acquireco Jervois Public Disclosure Documents”)) except where the failure to make such filing would not be Materially Adverse. Except as set forth in Section Schedule (ef) of the Acquireco Jervois Disclosure Statement, as of its date, each Acquireco Jervois Public Disclosure Document complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act, as applicable, and the rules and regulations thereunder applicable to such Acquireco Jervois Public Disclosure Document. None of the Acquireco Jervois Public Disclosure Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such statements have been modified or superseded by a later-filed Acquireco Jervois Public Disclosure Document. The consolidated financial statements of Acquireco Jervois included in the Acquireco Jervois Public Disclosure Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC IFRS with respect thereto, have been prepared in accordance with GAAP IFRS applied on a consistent basis during the periods involved (except as may be indicated such financial statements and the notes thereto or, in the case of audited statements in the related report of Jervois’ independent auditors; or in the case of unaudited interim statements and subject to normal period end adjustments and may omit notes theretowhich are not required by applicable Laws in the unaudited statements) and fairly present the consolidated financial position of Acquireco Jervois as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as and to the extent 37680408_3|NATDOCS disclosed, reflected or reserved against on the balance sheet or the notes thereto of Acquireco as of June 30, 2009 Jervois included in the Jervois Public Disclosure Documents filed and publically available or in to the date of this Agreement (the “Filed Acquireco Jervois Public Disclosure Documents”), as incurred after the date thereof in the ordinary course of business consistent with past practice and prohibited by this agreementAgreement, Acquireco Jervois does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, have had or would reasonably be expected to have a Materially Adverse effect on Acquireco Jervois and its Subsidiaries, taken as a whole.

Publicly Filed Documents; Undisclosed Liabilities. Except as set forth in Section (e) of the Acquireco Disclosure Statement, Acquireco Palmarejo has filed all required reports, schedules, forms, statements and other documents (including documents incorporated by reference) with the applicable security regulatory Agencies securities Regulatory Authorities since July 1June 30, 2006 2005 (the “Acquireco Public Disclosure Documents”). Except as set forth in Section (e) of the Acquireco Disclosure Statement, as As of its date, each Acquireco Public Disclosure Document complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act, as applicable, and the rules and regulations thereunder all applicable to such Acquireco Public Disclosure Documentsecurities Laws. None of the Acquireco Public Disclosure Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such statements have been modified or superseded by a later-filed Acquireco Public Disclosure Document. The consolidated financial statements of Acquireco Palmarejo included in the Acquireco Public Disclosure Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable securities Regulatory Authorities with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Acquireco Palmarejo as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as and to the extent disclosed, reflected or reserved against on the balance sheet or the notes thereto of Acquireco Palmarejo as of June 30, 2009 2006 included in the Filed Acquireco Palmarejo Public Disclosure Documents, or (ii) as incurred after the date thereof in the ordinary course of business consistent with past practice and not prohibited by this agreement, Acquireco Palmarejo does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, have had or would reasonably be expected to have be a Materially Palmarejo Material Adverse effect on Acquireco and its SubsidiariesChange. None of Palmarejo’s subsidiaries is subject to the informational reporting requirements of, taken as a wholeor required to file any form or other document with, any securities Regulatory Authority (including any stock exchange).