Common use of Technical Reports Clause in Contracts

Technical Reports. (1) The Seller PSA Entities and the Project Owner shall prepare any Technical Report as and when required by Applicable Law. (2) If so requested by Purchaser, the Seller PSA Entities shall use commercially reasonable efforts to assist Purchaser in obtaining at the cost of Purchaser (i) consents and certificates from external qualified Persons with respect to Technical Reports pertaining to the Stream Properties as may be necessary to allow Purchaser or its Affiliates to make filings of technical reports prepared in accordance with NI 43-101 or other Applicable Law, to the extent any such reports are required to be filed by Purchaser or its Affiliates under Applicable Law, (ii) other technical data, records or information pertaining to the Stream Properties in the possession or control of the Seller PSA Entities to the extent any such information is required for any technical reports required to be filed by Purchaser or its Affiliates under Applicable Law, and (iii) will use commercially reasonable efforts to cause the authors of such Technical Report to have such Technical Report addressed directly to Purchaser or any Purchaser Affiliate if it files such Technical Report under NI 43-101 (to the extent applicable to Purchaser or any Affiliate thereof) or other Applicable Law. (3) If so requested by Purchaser and at Purchaser’s cost, the Seller PSA Entities shall use their commercially reasonably efforts to assist Purchaser (A) in obtaining technical data, records or information pertaining to the Mine in the possession or control of the Seller PSA Entities or any consultants, to the extent that the Seller PSA Entities can control or require the provision of such information from the consultants, and (B) otherwise in conducting its own diligence of the Mine (including access thereto), in each case (x) if Purchaser or any Purchaser Affiliate prepares and files a Technical Report on the Stream Properties in accordance with NI 43-101 (to the extent applicable to Purchaser or any Affiliate thereof) or other Applicable Law and such information is reasonably necessary to permit Purchaser or any Purchaser Affiliate to prepare such technical report or (y) to facilitate the reliance by Purchaser or any Purchaser Affiliate on any exemption available from the requirement to file any such report. (4) Prior to the filing by Purchaser or any of its Affiliates of any Technical Report on the Mine, Purchaser will give the Seller PSA Entities a reasonable opportunity to review and comment on such Technical Report (and Purchaser shall consider in good faith any comments provided by the Seller PSA Entities), and shall provide to the Seller PSA Entities a final copy or an advance draft copy of any such Technical Report before it is filed or otherwise made publicly available and in any event not less than 5 Business Days before it is so filed. Purchaser agrees that neither the Seller PSA Entities nor any of their Affiliates shall assume any liability in connection with any disclosure by Purchaser or any of its Affiliates with respect to the Mine, including in connection with any Technical Report prepared or filed by Purchaser or any of its Affiliates that contains information concerning the Mine that was disclosed to Purchaser or its Affiliates hereunder. Purchaser shall not be entitled to exercise its rights provided above with respect to the preparation by Purchaser of a Technical Report, in the event that there is a current and complete Technical Report for the Mine that complies with all applicable legal and regulatory requirements and which has been addressed to Purchaser and all consents necessary for Purchaser (including those of third party qualified persons) to rely on and publicly file such Technical Report for the purposes of Applicable Law have been provided to Purchaser.

Technical Reports. (1) The Seller PSA Entities and If the Project Owner shall prepare or any Technical Report as and when required by Applicable Law. (2) If so requested by Purchaser, the Seller PSA Entities shall use commercially reasonable efforts to assist Purchaser in obtaining at the cost of Purchaser (i) consents and certificates from external qualified Persons with respect to Technical Reports pertaining to the Stream Properties as may be necessary to allow Purchaser or its Affiliates to make filings of prepares a technical reports prepared in accordance with report under NI 43-101 (or other Applicable Law, to the extent any such reports are required to be filed by Purchaser or its Affiliates under Applicable Law, (iisimilar report) other technical data, records or information pertaining to the Stream Properties in the possession or control respect of the Seller PSA Entities Property, the Owner shall ensure that the Royalty Holder is provided with an advanced draft copy (and a reasonable opportunity to comment thereon) of such technical report before it is filed on SEDAR or otherwise publicly made available and in any event not less than 10 Business Days before it is so filed or made public. Upon the extent any such information is required for any technical reports required to be filed by Purchaser or its Affiliates under Applicable Lawrequest of the Royalty Holder, and (iii) will the Owner shall use commercially reasonable efforts to cause the authors author(s) of such Technical Report report to have provide, at the sole cost and expense of the Royalty Holder, (i) a copy of such Technical Report report to be addressed directly to Purchaser the Royalty Holder or any Purchaser Affiliate of its Affiliates; (ii) the relevant certificates and consents of the author(s) required in connection with the filing of and reference to such report to be provided to the Royalty Holder or any of its Affiliates; and (iii) such other consents in connection with the use of or reliance upon such report by the Royalty Holder or any of its Affiliates from time to time in its public disclosure as may be required by the Royalty Holder. Notwithstanding the foregoing, if it files such Technical Report the Royalty Holder or any of its Affiliates is required by applicable law to prepare a technical report under NI 43-101 (or similar report) in respect of the Property and chooses to the extent applicable to Purchaser prepare its own technical report (or any Affiliate thereof) or other Applicable Law. (3) If so requested by Purchaser and at Purchaser’s costsimilar report), the Seller PSA Entities Owner shall, and shall use their commercially reasonably efforts cause its Affiliates to, cooperate with and allow the Royalty Holder and its authorized representatives to assist Purchaser (A) in obtaining access technical data, records or information pertaining to the Mine in Property and complete site visits at the possession Property so as to enable the Royalty Holder or control of its Affiliates, as the Seller PSA Entities or any consultantscase may be, to prepare the extent that the Seller PSA Entities can control technical report (or require the provision of such information from the consultants, and (Bsimilar report) otherwise in conducting its own diligence of the Mine (including access thereto), in each case (x) if Purchaser or any Purchaser Affiliate prepares and files a Technical Report on the Stream Properties in accordance with NI 43-101 (to the extent applicable to Purchaser or any Affiliate thereof) or other Applicable Law applicable Canadian and/or U.S. securities laws and/or stock exchange rules and such information is reasonably necessary to permit Purchaser or any Purchaser Affiliate to prepare such technical report or (y) to facilitate policies governing the reliance by Purchaser or any Purchaser Affiliate on any exemption available from disclosure obligations of the requirement to file any such report. (4) Prior to the filing by Purchaser Royalty Holder or any of its Affiliates Affiliates) at the sole cost and expense of any Technical Report on the Mine, Purchaser will give the Seller PSA Entities a reasonable opportunity to review and comment on such Technical Report (and Purchaser shall consider in good faith any comments provided by the Seller PSA Entities), and shall provide to the Seller PSA Entities a final copy or an advance draft copy of any such Technical Report before it is filed or otherwise made publicly available and in any event not less than 5 Business Days before it is so filed. Purchaser agrees that neither the Seller PSA Entities nor any of their Affiliates shall assume any liability in connection with any disclosure by Purchaser or any of its Affiliates with respect to the Mine, including in connection with any Technical Report prepared or filed by Purchaser or any of its Affiliates that contains information concerning the Mine that was disclosed to Purchaser or its Affiliates hereunder. Purchaser shall not be entitled to exercise its rights provided above with respect to the preparation by Purchaser of a Technical Report, in the event that there is a current and complete Technical Report for the Mine that complies with all applicable legal and regulatory requirements and which has been addressed to Purchaser and all consents necessary for Purchaser (including those of third party qualified persons) to rely on and publicly file such Technical Report for the purposes of Applicable Law have been provided to PurchaserRoyalty Holder.

Technical Reports. (1So long as the Holder is a reporting issuer in a jurisdiction of Canada, then in the event that the Holder is not entitled to the exemption in section 9.2(1) The Seller PSA Entities and of National Instrument 43­101 or any successor provision of such law, the Project Owner following shall prepare any Technical Report as and when required by Applicable Law.apply: (2a) If so requested by Purchaser, the Seller PSA Entities shall use commercially reasonable efforts to assist Purchaser in obtaining at the cost of Purchaser (i) consents and certificates from external qualified Persons with respect to Technical Reports pertaining to the Stream Properties as may be necessary to allow Purchaser or its Affiliates to make filings of Owner prepares a technical reports prepared in accordance with NI report under National Instrument 43-101 (or other Applicable Law, to the extent any such reports are required to be filed by Purchaser or its Affiliates under Applicable Law, similar report) (iia "Technical Report") other technical data, records or information pertaining to the Stream Properties in the possession or control respect of the Seller PSA Entities to Property, upon the extent any such information is required for any technical reports required to be filed by Purchaser or its Affiliates under Applicable Lawrequest of the Holder, and (iii) will the Owner shall use commercially reasonable efforts to cause the authors author(s) of such Technical Report report to have provide, at the sole cost and expense of the Holder, (i) a copy of such Technical Report report to be addressed directly to Purchaser the Holder or any Purchaser Affiliate if it files of its Affiliates, (ii) the relevant certificates and consents of the author(s) required in connection with the filing of and reference to such Technical Report under NI 43-101 (report to be provided to the extent applicable to Purchaser Holder or any Affiliate thereof) or other Applicable Law. (3) If so requested by Purchaser and at Purchaser’s cost, the Seller PSA Entities shall use their commercially reasonably efforts to assist Purchaser (A) in obtaining technical data, records or information pertaining to the Mine in the possession or control of the Seller PSA Entities or any consultants, to the extent that the Seller PSA Entities can control or require the provision of such information from the consultantsits Affiliates, and (Biii) otherwise such other consents in conducting its own diligence connection with the use of or reliance upon such report by the Mine (including access thereto), in each case (x) if Purchaser or any Purchaser Affiliate prepares and files a Technical Report on the Stream Properties in accordance with NI 43-101 (to the extent applicable to Purchaser or any Affiliate thereof) or other Applicable Law and such information is reasonably necessary to permit Purchaser or any Purchaser Affiliate to prepare such technical report or (y) to facilitate the reliance by Purchaser or any Purchaser Affiliate on any exemption available from the requirement to file any such report. (4) Prior to the filing by Purchaser Holder or any of its Affiliates of any Technical Report on the Mine, Purchaser will give the Seller PSA Entities a reasonable opportunity from time to review and comment on such Technical Report (and Purchaser shall consider time in good faith any comments provided its public disclosure as may be required by the Seller PSA EntitiesHolder. (b) Notwithstanding paragraph (a), and shall provide to if the Seller PSA Entities a final copy or an advance draft copy of any such Technical Report before it is filed or otherwise made publicly available and in any event not less than 5 Business Days before it is so filed. Purchaser agrees that neither the Seller PSA Entities nor any of their Affiliates shall assume any liability in connection with any disclosure by Purchaser Holder or any of its Affiliates is required by applicable law to prepare a Technical Report in respect of the Property and the Owner and its Affiliates are not required by applicable law to prepare a Technical Report, then at the Owner's option either (i) the Owner shall at the Holder's sole cost and expense prepare a Technical Report which report shall be provided to Holder on the basis contemplated in paragraph (a), or (ii) the Owner shall cooperate with respect and allow the Holder and its authorized representatives to access technical information pertaining to the MineProperty and complete site visits at the Property so as to enable the Holder or its Affiliates, including as the case may be, to prepare the technical report (or similar report) in connection accordance with National Instrument 43-101 (or any Technical Report prepared or filed by Purchaser other applicable Canadian and/or US securities laws and/or stock exchange rules and policies governing the disclosure obligations of the Holder or any of its Affiliates that contains information concerning Affiliates) at the Mine that was disclosed to Purchaser or its Affiliates hereunder. Purchaser sole cost and expense of the Holder, and in either case the Owner shall not be entitled to exercise its rights provided above with respect notify the Holder within 15 days of the Holder's request to the Owner for the preparation by Purchaser of a Technical Report, Report pursuant to this Section 3.7(b) as to whether the Owner will be choosing the option in the event that there is a current and complete Technical Report for the Mine that complies with all applicable legal and regulatory requirements and which has been addressed to Purchaser and all consents necessary for Purchaser (including those of third party qualified personsSection 3.7(b)(i) to rely on and publicly file such Technical Report for the purposes of Applicable Law have been provided to Purchaseror 3.7(b)(ii) .