created by any such
action, or to enforce any right hereunder, including, without limitation, under
the Voting Rights, the Exchange Right or the Automatic Exchange Right, except
subject to the conditions and in the manner herein provided, and that all powers
and trusts hereunder shall be exercised and all proceedings at law shall be
instituted, had and maintained by the Trustee, except only as herein provided,
and in any event for the equal benefit of all Beneficiaries.
6.8
RELIANCE BY TRUSTEE UPON DECLARATIONS
The Trustee shall not be considered to be in contravention of any of its rights,
powers, duties and authorities hereunder if, when required, it acts and relies
in good faith upon lists (including any Lists), notices, statutory declarations,
certificates, (including share certificate and officers
certificates), opinions
or reports or other papers or documents furnished pursuant to the provisions
hereof or required by the Trustee to be furnished to it in the exercise of its
rights, powers, duties and authorities hereunder if such lists (including any
Lists), notices, statutory declarations, certificates, opinions or reports
comply with the provisions of Section 6.9, if applicable, and with any other
applicable provisions of this agreement.
6.9
EVIDENCE AND AUTHORITY TO TRUSTEE
(1)
US GOLD, ALBERTA ULC AND/OR CANADIAN
EXCHANGE CO. SHALL FURNISH TO THE TRUSTEE EVIDENCE OF COMPLIANCE WITH THE
CONDITIONS PROVIDED FOR IN THIS AGREEMENT RELATING TO ANY ACTION OR STEP
REQUIRED OR PERMITTED TO BE TAKEN BY US GOLD, ALBERTA ULC AND/OR CANADIAN
EXCHANGE CO. OR THE TRUSTEE UNDER THIS AGREEMENT OR AS A RESULT OF ANY
OBLIGATION IMPOSED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, IN
RESPECT OF THE
17
VOTING RIGHTS OR THE EXCHANGE RIGHT AND THE TAKING OF ANY OTHER ACTION TO BE
TAKEN BY THE TRUSTEE AT THE REQUEST OF OR ON THE APPLICATION OF US GOLD, ALBERTA
ULC AND/OR CANADIAN EXCHANGE CO. FORTHWITH IF AND WHEN:
(A)
SUCH EVIDENCE IS REQUIRED BY ANY OTHER
SECTION OF THIS AGREEMENT TO BE FURNISHED TO THE TRUSTEE IN ACCORDANCE WITH THE
TERMS OF THIS SECTION 6.9; OR
(B)
THE TRUSTEE, IN THE EXERCISE OF ITS RIGHTS,
POWERS, DUTIES AND AUTHORITIES UNDER THIS AGREEMENT, GIVES US GOLD, ALBERTA ULC
AND/OR CANADIAN EXCHANGE CO. WRITTEN NOTICE REQUIRING IT TO FURNISH SUCH
EVIDENCE IN RELATION TO ANY PARTICULAR ACTION OR OBLIGATION OR MATTER SPECIFIED
IN SUCH NOTICE.
(2)
SUCH EVIDENCE SHALL CONSIST OF AN OFFICER'S
CERTIFICATE OF US GOLD, ALBERTA ULC AND/OR CANADIAN EXCHANGE CO. OR A STATUTORY
DECLARATION OR A CERTIFICATE MADE BY PERSONS ENTITLED TO SIGN AN OFFICER'S
CERTIFICATE STATING THAT ANY SUCH CONDITION HAS BEEN COMPLIED WITH IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT.
(3)
WHENEVER SUCH EVIDENCE RELATES TO A MATTER
OTHER THAN THE VOTING RIGHTS OR THE EXCHANGE RIGHT OR THE AUTOMATIC EXCHANGE
RIGHT AND EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, SUCH EVIDENCE MAY
CONSIST OF A REPORT OR OPINION OF ANY SOLICITOR, ATTORNEY, AUDITOR, ACCOUNTANT,
APPRAISER, VALUER OR OTHER EXPERT OR ANY OTHER PERSON WHOSE QUALIFICATIONS GIVE
AUTHORITY TO A STATEMENT MADE BY