Capacity of Participants. Lessee and Lessor, each for itself, ------------------------ represent and warrant as follows:
(a) That it is a corporation and individuals respectively duly incorporated and in good standing in its state of incorporation and that it is qualified to do business and is in good standing in those states where necessary in order to carry out the purposes of this Agreement;
(b) That it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken;
(c) That it will not breach any other agreement or arrangement by entering into or performing this Agreement; and
(d) That this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms.
Capacity of Participants. Each Participant represents and warrants to the other Participant as follows: (i) it is a corporation duly incorporated, qualified to transact business, and in good standing under the Laws of its jurisdiction and in the USA (ii) it has the full right, power and capacity to enter into and perform this Agreement and all transactions contemplated herein, and all corporate, board of directors and other actions required to authorize it to enter into and perform this Agreement have been properly taken; (iii) it will not breach any other agreement or arrangement by entering into or performing this Agreement, and this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms; and (iv) it has relied solely on its own appraisals and estimates as to the potential of the Properties, and upon its own geologic, engineering and other interpretations related thereto.
Capacity of Participants. Each of the Participants represents and warrants as follows:
a) that it is a corporation duly incorporated and in good standing in the Province of British Columbia and that it is qualified to do business and is in good standing in those jurisdictions where necessary in order to carry out the purposes of this Agreement;
b) that it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken;
c) that it will not breach any other agreement or arrangement by entering into or performing this Agreement;
d) that this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms; and
e) that it is resident in Canada within the meaning of Section 116 of the INCOME TAX ACT (Canada).
Capacity of Participants. Each of the Participants represents and warrants as follows:
(a) that it is a corporation duly incorporated and in good standing in its province or state of incorporation and that it is qualified to do business and is in good standing in those states where necessary in order to carry out the purposes of this Agreement;
(b) that it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken;
(c) that it will not breach any other agreement or arrangement by entering into or performing this Agreement;
(d) that this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms; and
(e) that no consent or approval of any third party or governmental agency is required (i) for the execution and delivery of or the performance of its financial obligations under this Agreement, or (ii) for the performance of all its other obligations under this Agreement, except for such consents or approvals as have been obtained and evidence thereof delivered to the other Participant, and except for such consents or approvals which, while necessary for Operations, are not presently necessary and which it reasonably expects will be acquired in a timely fashion.
Capacity of Participants. Each Participant represents and warrants to the other Participant as follows:
Capacity of Participants. Each Participant represents and warrants to the other Participant as follows: it is a corporation duly incorporated, qualified to transact business, and in good standing under the laws of its jurisdiction and in Saskatchewan; it has the capacity to enter into and perform this Agreement and all transactions contemplated herein, and all corporate, board of directors and other actions required to authorize it to enter into and perform this Agreement have been properly taken; and it will not breach any other agreement or arrangement by entering into or performing this Agreement, and this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms.
Capacity of Participants. Each of the parties hereto represents and warrants as follows:
Capacity of Participants. (a) FGMI hereby represents and warrants as follows:
(1) It is a corporation duly incorporated and in good standing under the laws of the State of Delaware and is qualified to transact business in the State of Alaska.
(2) It has the capacity, power, and authority to enter into this Agreement and to perform all acts required to be performed by FGMI pursuant to this Agreement; all actions necessary to permit the execution of this Agreement by FGMI and the performance by FGMI of all acts required to be performed by FGMI pursuant to this Agreement have been taken; and the person executing this Agreement on behalf of FGMI is duly authorized to do so.
(3) By entering into and performing pursuant to this Agreement, FGMI will not breach or otherwise cause a default under any other agreement, document, or instrument to which it is a party.
(b) XXXXX hereby represents and warrants as follows:
(1) It is a corporation incorporated and in good standing under the laws of the State of Delaware and qualified to transact business in the State of Alaska.
(2) It has the capacity, power, and authority to enter into this Agreement and to perform all acts required to be performed by XXXXX pursuant to this Agreement; all actions necessary to permit the execution of this Agreement by XXXXX and the performance by XXXXX of all acts required to be performed by XXXXX pursuant to this Agreement have been taken; and the person executing this Agreement on behalf of XXXXX is duly authorized to do so.
(3) By entering into and performing pursuant to this Agreement, XXXXX will not breach or otherwise cause a default under any other agreement, document, or instrument to which it is a party.
Capacity of Participants. Each of the Participants represents and warrants as of the Effective Date as follows:
(a) that it is a corporation duly incorporated and in good standing in its state (or province) of incorporation and that it is qualified to do business and is in good standing in those states or provinces where necessary in order to carry out the purposes of this Agreement;
(b) that it has the requisite corporate power and authority to enter into and perform this Agreement and all transactions contemplated herein and to carry out and perform all of its obligations hereunder;
(c) that all requisite corporate action on its part and on the part of its officers, directors, and shareholders, necessary for the execution, delivery, and performance of this Agreement and all other agreements contemplated hereby, have been taken. This Agreement and all agreements and instruments contemplated hereby are, and when executed and delivered by each Participant (assuming valid execution and delivery by the other Participant), will be, legal, valid, and binding obligations of the Participant enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement will not violate any provision of law; any order of any court or other agency of government; or any provision of any indenture, agreement or other instrument to which it is a party or by which its properties or assets are bound; or be in conflict with, result in a breach of or constitute (with due notice and lapse of time) a default under any such indenture, agreement or other instrument. There is no law, rule or regulation, nor is there any judgment, decree or order of any court or governmental authority binding on it which would be contravened by the execution, delivery, performance, or enforcement of this Agreement or any instrument or agreement required hereunder. Notwithstanding the foregoing, no representation is made as to the remedy of specific performance or other equitable remedies for the enforcement of this Agreement or any other agreement contemplated hereby. Additionally, this representation is limited by applicable bankruptcy, insolvency, moratorium, and other similar laws affecting generally the rights and remedies of creditors and secured parties.
Capacity of Participants. (a) Minera Metalin represents and warrants that it is a corporation duly incorporation and in good standing in the Republic of Mexico and that it has the capacity to enter into and perform this Agreement and that this Agreement is valid and binding on it according to its terms and that it is a wholly owned subsidiary of Metalline.
(b) Royal Silver represents and warrants that it is a corporation duly incorporated and in good standing with the State of Utah and that it has the capacity to enter into and perform this Agreement and that this Agreement is valid and binding on it according to its terms.
(c) Metalline represents and warrants that it is a corporation duly incorporated and in good standing with the State of Nevada and that it has the capacity to enter into and perform this Agreement and that this Agreement is valid and binding on it according to its terms.
(d) Each of the Participants represent and warrants as follows:
(i) That it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken.
(ii) That it will not breach any other agreement or arrangement by entering into or performing this Agreement.
(iii) That this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms.
