Common use of Technical Reports Clause in Contracts

Technical Reports. (1) The Seller PSA Entities and the Mine 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 under NI 43-101 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) 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 under NI 43-101) to rely on and publicly file such Technical Report for the purposes of Applicable Law have been provided to Purchaser. (4) Purchaser shall not be entitled to exercise its rights provided in this Section 5.3, 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 under NI 43-101) 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 the Mine 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 under NI 43-101 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 under NI 43-101persons) to rely on and publicly file such Technical Report for the purposes of Applicable Law have been provided to Purchaser. (4) Purchaser shall not be entitled to exercise its rights provided in this Section 5.3, 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 under NI 43-101) to rely on and publicly file such Technical Report for the purposes of Applicable Law have been provided to Purchaser.

Technical Reports. (1a) The Seller PSA Entities and Subject to Section 6.3(d), in the Mine Owner shall prepare any Technical Report as and when event the Parent Company is not required by Applicable Law. (2) If so requested by Purchaser, the Seller PSA Entities shall use commercially reasonable efforts to assist Purchaser file a technical report in obtaining at the cost of Purchaser (i) consents and certificates from external qualified persons under NI 43-101 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 compliance with NI 43-101 or other Applicable Law, pertaining to the extent Mining Properties, then, upon the prior written notice to the Seller, which notice shall specify the date (which shall be no less than 45 days from the date of such notice, unless an applicable securities regulatory authority has specifically requested an amended, revised or new technical report to be filed to comply with Applicable Laws, in which case the notice period shall be reduced to the same period required by such applicable securities regulatory authority to file such amended, revised or new technical report) on which the Purchaser requires a technical report on the Mining Properties, the Seller shall prepare, or cause to be prepared, at the cost of the Purchaser, in the name of the Parent Company or the Purchaser, at the Seller’s discretion, any such reports are technical report pertaining to the Mining Properties required to be filed or referred to by the Purchaser or its Affiliates under Applicable LawLaws. The Seller shall prepare, or cause to be prepared, all such technical reports in compliance with NI 43-101 in order for the Purchaser to comply with its continuous disclosure requirements during the ordinary course of the operation of the Purchaser’s business. If such technical report is addressed to the Purchaser, the Seller shall provide, or cause to be provided, to the Purchaser, qualified persons consents, qualified persons certificates, access to such qualified persons for the purpose of filing the technical report and preparing any press releases required by the Purchaser in connection with the filing of any such technical report on SEDAR. (iib) If the Purchaser is required to prepare and file on SEDAR any instrument or document other than a technical datareport (including prospectuses or Annual Information Forms), records or issue any press release or other public announcement, containing technical information pertaining to the Stream Mining Properties in that requires qualified person consents or certificates, then the possession Seller shall use reasonable commercial efforts to provide, or control cause to be provided, to the Purchaser, at the cost of the Purchaser, such qualified person consents, qualified person certificates and access to such qualified persons for the purpose of preparing and filing on SEDAR any such instrument or document or issuing any such press release or other public announcement. To the extent the Seller PSA Entities is unable to provide or cause to be provided to the extent Purchaser such qualified person consents, qualified person certificates or access to such qualified person, the Seller shall provide to the Purchaser: (i) prompt notice of the inability to provide such consents, certificates or access so that the Purchaser can retain a qualified person to prepare any such information is required necessary consents or certificates in order for any technical reports required the Purchaser to be filed by Purchaser or comply with its Affiliates continuous disclosure obligations under Applicable Law, Laws; and (iiiii) will use commercially reasonable efforts access to cause such technical information so that the authors of Purchaser can retain a qualified person to prepare any such Technical Report necessary consents or certificates in order for the Purchaser to have such Technical Report addressed directly to Purchaser or any Purchaser Affiliate if it files such Technical Report comply with its continuous disclosure obligations under NI 43-101 (to the extent applicable to Purchaser or any Affiliate thereof) or other Applicable LawLaws. (3c) Prior to In the filing by Purchaser event the Parent Company or any of its Affiliates is required to prepare and file a technical report pertaining to the Mining Properties under Applicable Laws independent of any Technical Report on the MinePurchaser’s requirements under Section 6.3(a), Purchaser will give then the Seller PSA Entities a reasonable opportunity shall provide, or cause to review and comment on such Technical Report (and Purchaser shall consider in good faith any comments provided by the Seller PSA Entities)be provided, and shall provide to the Seller PSA Entities a final copy or Purchaser an advance draft copy of any such Technical Report technical report on the Mining Properties prepared in compliance with NI 43-101 before it is filed on SEDAR or otherwise made publicly available announced, and in any event not less than 5 five (5) Business Days before it is so filedfiled or announced. Purchaser agrees that neither In addition to the foregoing, the Seller PSA Entities nor shall provide, or cause to be provided, to the Purchaser qualified persons consents and access to such qualified persons for the purpose of preparing any of their Affiliates shall assume any liability press releases required by the Purchaser in connection with the filing of any disclosure technical report on SEDAR. (d) If the Seller advises the Purchaser that it is unable to prepare and deliver, or if the Seller fails to prepare and deliver, any technical report required to be filed or referred to by the Purchaser or any of under Section 6.3(a) in the time frames required by the Purchaser in compliance with Section 6.3(a), the Seller shall permit the Purchaser to prepare its Affiliates with respect own technical reports pertaining to the MineMining Properties, including and in connection therewith shall grant, or cause to be granted, to the Purchaser, access to the Mining Properties and all books, records, data and information pertaining to the Mining Properties as is necessary for the Purchaser to prepare technical reports in accordance with NI 43-101. (e) The Purchaser shall indemnify and hold harmless the Seller and its directors, officers and employees for any Technical Report prepared Losses suffered or filed incurred by Purchaser or any of its Affiliates that contains information concerning the Mine that was disclosed to Purchaser Seller or its Affiliates hereunder. Purchaser shall not be entitled to exercise its rights provided above with respect directors, officers or employees to the preparation by Purchaser of extent that the Seller’s employees have acted as a Technical Report, qualified person (as such term is defined 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 under NI 43-101) to rely on in connection with the technical reports, consents, certificates and publicly file such Technical Report for the purposes of Applicable Law have been provided to Purchaserother documents prepared or delivered under Sections 6.3(a), (b) or (c). (4) Purchaser shall not be entitled to exercise its rights provided in this Section 5.3, 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 under NI 43-101) to rely on and publicly file such Technical Report for the purposes of Applicable Law have been provided to Purchaser.

Technical Reports. (1a) The Seller PSA Entities and the Mine Owner Supplier shall prepare any Technical Report technical reports on the Property in compliance with National Instrument 43-101 and SK-1300 as and when required by Applicable Law. If such a technical report is prepared, the Supplier shall use its commercial efforts to cause any such technical report to be addressed to the Purchaser and the Supplier shall provide or cause to be provided to the Purchaser, qualified persons consents, qualified persons certificates, access to such qualified persons for the purpose of filing the technical report and preparing any press releases required by the Purchaser in connection with the filing of any such technical report or otherwise make such technical report publicly available. (2b) If so requested by Purchaser, the Seller PSA Entities shall use commercially reasonable efforts Supplier is not required to assist Purchaser in obtaining at the cost of Purchaser (i) consents and certificates from external qualified persons prepare a technical report under NI 43-101 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 National Instrument 43-101 or other Applicable Law, to SK-1300 and 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) Prior to the filing by Purchaser or any of its Affiliates is required by Applicable Law to prepare a technical report under National Instrument 43-101 (or similar report, including under SK-1300) in respect of any Technical Report on the MineProperty, 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 as determined by the Seller PSA EntitiesPurchaser acting reasonably, the Supplier shall cooperate with and allow the Purchaser and its authorized Representatives to access technical information pertaining to the Property and complete site visits at the Property so as to enable Purchaser or its Affiliates, as the case may be, to prepare the technical report (or similar report) in accordance with National Instrument 43-101 (or any other applicable Canadian and/or U.S. securities laws and/or stock exchange rules and policies governing the disclosure obligations of the Purchaser or any of its Affiliates, including SK-1300) at the sole cost and expense of the Purchaser. (c) At reasonable times and with the prior consent of the Supplier (not to be unreasonably withheld or delayed), at the sole risk and expense of the Purchaser, the Purchaser and its authorized Representatives shall provide have a right of access to all surface and subsurface portions of the Property, to the Seller PSA Production Facility and to any related operations of the Supplier Entities a final copy or an advance draft copy for the purpose 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. enabling the Purchaser agrees that neither to comply with the Seller PSA Entities nor any obligations of their Affiliates shall assume any liability in connection with any disclosure by the Purchaser or any of its Affiliates with respect to under National Instrument 43-101 (or any other applicable Canadian and/or U.S. securities laws and/or stock exchange rules and policies governing the Mine, including in connection with any Technical Report prepared or filed by disclosure obligations of the Purchaser or any of its Affiliates Affiliates, including SK-1300), as determined by the Purchaser acting reasonably. (d) Notwithstanding Section 10.3(b), nothing in Section 10.3(b) will obligate the Supplier to: (i) prepare any technical report or reports relating to the Property that contains information concerning the Mine that was disclosed to Purchaser or its Affiliates hereunder. Purchaser shall not may be entitled required to exercise its rights provided above prepare and file with respect to under National Instrument 43-101 or U.S. securities laws; or (ii) provide the preparation by Purchaser services of a Technical Report, “qualified person” (as that term is defined 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 under NI National Instrument 43-101101or SK-1300, as the case may be) or similar person under U.S. securities laws to rely on and publicly file produce, or to oversee the production of, any such Technical Report for the purposes of Applicable Law have been provided to Purchasertechnical report or reports. (4) Purchaser shall not be entitled to exercise its rights provided in this Section 5.3, 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 under NI 43-101) to rely on and publicly file such Technical Report for the purposes of Applicable Law have been provided to Purchaser.