Common use of Purchase Price; Consideration Clause in Contracts

Purchase Price; Consideration. As full consideration for the sale and transfer by Party A of the New Exploration License and the other covenants, agreements and obligations undertaken by Party A hereunder, Party B agrees to issue the Shares to Party A, all in accordance with the terms and provisions hereof and subject to the conditions and restrictions set forth herein. (a) Party B shall issue the Shares in the name of Party A within 10 days after (i) execution and delivery of this Agreement by all parties in accordance with the terms hereof and (ii) satisfaction of each and all of the conditions precedent set forth in Section 3(b) hereof. Subject to the satisfaction of the conditions set forth in Section 3(b), the Shares shall be placed and held in escrow (by the Company) and shall be released from escrow on the terms, and subject to the conditions and restrictions, set forth in Section 3(c), Section 3(d) and Section 4 hereof. (b) Without limiting such further conditions and provisions set forth in Section 3 and Section 4 hereof, the obligations of Party B under this Agreement shall be conditioned on and subject to the satisfaction of each and all of the following conditions: · Party B’s receipt of documents, instruments and certificates signed and issued by authorized governmental or administrative authorities evidencing the transfer to Party B of the rights and licenses granted under the Exploration License. · The issuance and transfer of the New Exploration License to Party B and Party B’s receipt of documents, instruments and certificates signed and issued by authorized governmental or administrative authorities evidencing the New Exploration License and Party B’s ownership of related exploration rights and licenses, including without limitation, rights to commercially exploit, extract and transport minerals and precious metals, all in accordance with the terms contemplated herein and otherwise on terms acceptable to Party B. · Completion of Party B’s due diligence review and investigation to the satisfaction of Party B. · Party B’s receipt of a legal opinion issued by a qualified attorney in the Republic of Guinea in form and substance to the reasonable satisfaction of Party B (“Legal Opinion”), in respect of the legal, financial and tax aspects of New Exploration License and other matters as Party B may reasonably require in connection with the operations of the businesses authorized or granted under the Exploration License and the New Exploration License. (c) Subject to such further conditions and provisions set forth in this Section 3 and Section 4 hereof, the Shares shall be released from escrow and delivered to Party A upon satisfaction of each and all of the following conditions: · Party B’s completion of a site survey and geological investigation reflecting mining capacity capable of producing X amount of gold deposits or other precious metals (“Site Survey”), as well as Party B’s receipt of such other surveys and studies reflecting reserves, soil and geological conditions and other matters to the satisfaction of Party B. · Receipt of all required consents and approvals of governmental and/or regulatory authorities and/or other third parties as are or may be necessary for the consummation of the transactions contemplated hereby and Party B’s ability to engage in the exploration activities contemplated hereby and/or commercially exploit, extract and transport minerals and precious metals (in such quantities and of such qualities that are adequate for the purposes and business objectives of Party B, all as determined by Party B). · Absence of any materially adverse conditions or circumstances affecting Party A’s rights under the Exploration License, Party B’s operations or Party B’s rights or ability to engage in exploration or other activities contemplated hereby or otherwise commercially exploit, extract and transport minerals and precious metals (in such quantities and of such qualities that are adequate for the purposes and business objectives of Party B, all as determined by Party B). (d) If any of the conditions specified in Section 3(b) or Section 3(c) shall not have been satisfied, this Agreement shall be terminated and, in the case of the failure to satisfy the conditions set forth in Section 3(b), Party B shall have no obligation to consummate any transaction hereunder or any other obligation whatsoever and, in the case of the failure to satisfy the conditions set forth in Section 3(c), the Shares shall be released from escrow and returned to Party B for cancellation by Party B, and Party A shall have no right to receive any of the Shares or any other consideration or payment whatsoever under or pursuant to this Agreement.

Purchase Price; Consideration. As full consideration for the sale and transfer by Party A of the New Exploration License Licenses and the other covenants, agreements and obligations undertaken by Party A hereunder, Party B agrees to issue the Shares to Party A, all in accordance with the terms and provisions hereof and subject to the conditions and restrictions set forth herein. (a) Party B shall issue the Shares in the name of Party A within 10 days after (i) execution and delivery of this Agreement by all parties in accordance with the terms hereof and (ii) satisfaction of each and all of the conditions precedent set forth in Section 3(b) hereof. Subject to the satisfaction of the conditions set forth in Section 3(b), the Shares shall be placed and held in escrow (by the Company) and shall be released from escrow on the terms, and subject to the conditions and restrictions, set forth in Section 3(c), Section 3(d) and Section 4 hereof. (b) Without limiting such further conditions and provisions set forth in Section 3 and Section 4 hereof, the obligations of Party B under this Agreement shall be conditioned on and subject to the satisfaction of each and all of the following conditions: · Party B’s receipt of documents, instruments and certificates signed and issued by authorized governmental or administrative authorities evidencing the transfer to Party B of the rights and licenses granted under the Exploration LicenseLicenses. · The issuance and transfer of the New Exploration License Licenses to Party B and Party B’s receipt of documents, instruments and certificates signed and issued by authorized governmental or administrative authorities evidencing the New Exploration License Licenses and Party B’s ownership of related exploration rights and licenses, including without limitation, rights to commercially exploit, extract and transport minerals and precious metals, all in accordance with the terms contemplated herein and otherwise on terms acceptable to Party B. · Completion of Party B’s due diligence review and investigation to the satisfaction of Party B. · Party B’s receipt of a legal opinion issued by a qualified attorney in the Republic of Guinea Mongolia in form and substance to the reasonable satisfaction of Party B (“Legal Opinion”), in respect of the legal, financial and tax aspects of New Exploration License Licenses and other matters as Party B may reasonably require in connection with the operations of the businesses authorized or granted under the Exploration License Licenses and the New Exploration LicenseLicenses. (c) Subject to such further conditions and provisions set forth in this Section 3 and Section 4 hereof, the Shares shall be released from escrow and delivered to Party A upon satisfaction of each and all of the following conditions: · Party B’s completion of a site survey and geological investigation reflecting mining capacity capable of producing X amount of gold deposits or other precious metals (“Site Survey”), as well as Party B’s receipt of such other surveys and studies reflecting reserves, soil and geological conditions and other matters to the satisfaction of Party B. · Receipt of all required consents and approvals of governmental and/or regulatory authorities and/or other third parties as are or may be necessary for the consummation of the transactions contemplated hereby and Party B’s ability to engage in the exploration activities contemplated hereby and/or commercially exploit, extract and transport minerals and precious metals (in such quantities and of such qualities that are adequate for the purposes and business objectives of Party B, all as determined by Party B). · Absence of any materially adverse conditions or circumstances affecting Party A’s rights under the Exploration LicenseLicenses, Party B’s operations or Party B’s rights or ability to engage in exploration or other activities contemplated hereby or otherwise commercially exploit, extract and transport minerals and precious metals (in such quantities and of such qualities that are adequate for the purposes and business objectives of Party B, all as determined by Party B). (d) If any of the conditions specified in Section 3(b) or Section 3(c) shall not have been satisfied, this Agreement shall be terminated and, in the case of the failure to satisfy the conditions set forth in Section 3(b), Party B shall have no obligation to consummate any transaction hereunder or any other obligation whatsoever and, in the case of the failure to satisfy the conditions set forth in Section 3(c), the Shares shall be released from escrow and returned to Party B for cancellation by Party B, and Party A shall have no right to receive any of the Shares or any other consideration or payment whatsoever under or pursuant to this Agreement.

Purchase Price; Consideration. As full consideration for the sale and transfer by Party A of the New Exploration License Licenses and the other covenants, agreements and obligations undertaken by Party A hereunder, Party B agrees to issue the Shares to Party A, all in accordance with the terms and provisions hereof and subject to the conditions and restrictions set forth herein. (a) Party B shall issue the Shares in the name of Party A within 10 days after (i) execution and delivery of this Agreement by all parties in accordance with the terms hereof and (ii) satisfaction of each and all of the conditions precedent set forth in Section 3(b) hereof. Subject to the satisfaction of the conditions set forth in Section 3(b), the Shares shall be placed and held in escrow (by the Company) and shall be released from escrow on the terms, and subject to the conditions and restrictions, set forth in Section 3(c), Section 3(d) and Section 4 hereof. (b) Without limiting such further conditions and provisions set forth in Section 3 and Section 4 hereof, the obligations of Party B under this Agreement shall be conditioned on and subject to the satisfaction of each and all of the following conditions: · Party B’s receipt of documents, instruments and certificates signed and issued by authorized governmental or administrative authorities evidencing the transfer to Party B of the rights and licenses granted under the Exploration LicenseLicenses. · The issuance and transfer of the New Exploration License Licenses to Party B and Party B’s receipt of documents, instruments and certificates signed and issued by authorized governmental or administrative authorities evidencing the New Exploration License Licenses and Party B’s ownership of related exploration rights and licenses, including without limitation, rights to commercially exploit, extract and transport minerals and precious metals, all in accordance with the terms contemplated herein and otherwise on terms acceptable to Party B. · Completion of Party B’s due diligence review and investigation to the satisfaction of Party B. · Party B’s receipt of a legal opinion issued by a qualified attorney in the Republic of Guinea in form and substance to the reasonable satisfaction of Party B (“Legal Opinion”), in respect of the legal, financial and tax aspects of New Exploration License Licenses and other matters as Party B may reasonably require in connection with the operations of the businesses authorized or granted under the Exploration License Licenses and the New Exploration LicenseLicenses. (c) Subject to such further conditions and provisions set forth in this Section 3 and Section 4 hereof, the Shares shall be released from escrow and delivered to Party A upon satisfaction of each and all of the following conditions: · Party B’s completion of a site survey and geological investigation reflecting mining capacity capable of producing X amount of gold deposits or other precious metals (“Site Survey”), as well as Party B’s receipt of such other surveys and studies reflecting reserves, soil and geological conditions and other matters to the satisfaction of Party B. · Receipt of all required consents and approvals of governmental and/or regulatory authorities and/or other third parties as are or may be necessary for the consummation of the transactions contemplated hereby and Party B’s ability to engage in the exploration activities contemplated hereby and/or commercially exploit, extract and transport minerals and precious metals (in such quantities and of such qualities that are adequate for the purposes and business objectives of Party B, all as determined by Party B). · Absence of any materially adverse conditions or circumstances affecting Party A’s rights under the Exploration LicenseLicenses, Party B’s operations or Party B’s rights or ability to engage in exploration or other activities contemplated hereby or otherwise commercially exploit, extract and transport minerals and precious metals (in such quantities and of such qualities that are adequate for the purposes and business objectives of Party B, all as determined by Party B). (d) If any of the conditions specified in Section 3(b) or Section 3(c) shall not have been satisfied, this Agreement shall be terminated and, in the case of the failure to satisfy the conditions set forth in Section 3(b), Party B shall have no obligation to consummate any transaction hereunder or any other obligation whatsoever and, in the case of the failure to satisfy the conditions set forth in Section 3(c), the Shares shall be released from escrow and returned to Party B for cancellation by Party B, and Party A shall have no right to receive any of the Shares or any other consideration or payment whatsoever under or pursuant to this Agreement.