Common use of General representations, warranties and covenants by the Vendors Clause in Contracts

General representations, warranties and covenants by the Vendors. In order to induce the Purchaser to enter into and consummate this Agreement, the Vendors hereby, jointly and severally, represent to, warrant to and covenant with the Purchaser, with the intent that the Purchaser will rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of each of the Vendors, after having made due inquiry: (a) each of the Vendors and/or agents to the Vendors is and will be qualified to do business in those jurisdictions where it is necessary to fulfill each of the Vendor's obligations under this Agreement, and each of the Vendors has the full power and authority to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; (b) each of the Vendors has the requisite power, authority and capacity to fulfill the Vendor's obligations under this Agreement; (c) the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary action on each of the Vendor's part; (d) this Agreement constitutes a legal, valid and binding obligation of each of the Vendors enforceable against the Vendors in accordance with its terms, except as enforcement may be limited by laws of general application affecting the rights of creditors; (e) prior to the Subject Removal Date each of the Vendors will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by each of the Vendors who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which either the Vendors or any of the mineral property interests comprising the Property may be subject; (f) except for Regulatory Approval of this Agreement by the appropriate Regulatory Authorities, there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained; (g) the Vendors are not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which the Vendors are subject or which apply to the Vendors; (h) no proceedings are pending for, and the Vendors are unaware of, any basis for the institution of any proceedings leading to the placing of any of the Vendors in bankruptcy or subject to any other laws governing the affairs of insolvent persons; (i) the Vendors have not received, nor have the Vendors requested or do the Vendors require to receive, any offering memorandum or similar document describing the business and affairs of the Purchaser in order to assist the Vendors in entering into this Agreement and in consummating the transactions contemplated herein; (j) except as otherwise provided for herein, the Vendors have not retained, employed or introduced any broker, finder or other person who would be entitled to a brokerage commission or finder's fee arising out of the transactions contemplated hereby; (k) the Vendors are not, nor until or at the Closing Date will the Vendors be, in breach of any provision or condition of, nor have the Vendors done or omitted to do anything that, with or without the giving of notice or lapse or both, would constitute a breach of any provision or condition of, or give rise to any right to terminate or cancel or accelerate the maturity of any payment under, any deed of trust, contract, certificate, consent, permit, license or other instrument to which either of the Vendors is a party, by which either of the Vendors is bound or from which any of the Vendors derives benefit, any judgment, decree, order, rule or regulation of any court or governmental authority to which any of the Vendors is subject, or any statute or regulation applicable to any of the Vendors, to an extent that, in the aggregate, has a material adverse affect on either of the Vendors or on any of the mineral property interests comprising the Property; (l) each Vendor will give to the Purchaser, within at least five calendar days prior to the Closing Date, by written notice, particulars of: (i) each occurrence within the Vendor' knowledge after the Effective Date of this Agreement that, if it had occurred before the Effective Date, would have been contrary to any of the Vendor's representations or warranties contained herein; and (ii) each occurrence or omission within the Vendor's knowledge after the Effective Date that constitutes a breach of any of the Vendor's covenants contained in this Agreement; (m) the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not: (i) conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which any of the Vendors is subject, or constitute or result in a default under any agreement, contract or commitment to which any of the Vendors is a party; (ii) give to any party the right of termination, cancellation or acceleration in or with respect to any agreement, contract or commitment to which any of the Vendors is a party; (iii) give to any government or governmental authority, or any municipality or any subdivision thereof, including any governmental department, commission, bureau, board or administration agency, any right of termination, cancellation or suspension of, or constitute a breach of or result in a default under, any permit, license, control or authority issued to any of the Vendors which is necessary or desirable in connection with the conduct and operations of each Vendor's business and the ownership or leasing of each Vendor's business assets; or (iv) constitute a default by any of the Vendors, or any event which, with the giving of notice or lapse of time or both, might constitute an event of default, under any agreement, contract, indenture or other instrument relating to any indebtedness of any of the Vendors which would give any party to that agreement, contract, indenture or other instrument the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture or other instrument; (n) neither this Agreement nor any other document, certificate or statement furnished to the Purchaser by or on behalf of the Vendors in connection with the transactions contemplated hereby knowingly or negligently contains any untrue or incomplete statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading which would likely affect the decision of the Purchaser to enter into this Agreement; and (o) the Vendors are not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations, warranties and covenants contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.

General representations, warranties and covenants by the Vendors. In -------------------------------------------------------------------- order to induce the Purchaser to enter into and consummate this Agreement, the Vendors hereby, jointly and severallyVendors, represent to, warrant to and covenant with the Purchaser, with the intent that the Purchaser will rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of each of the Vendors, after having made due inquiry: (a) each if a corporation, it is duly organized under the laws of its respective jurisdiction of incorporation and is validly existing and in good standing with respect to all statutory filings required by the Vendors and/or agents to the Vendors applicable corporate laws; (b) it is and will be qualified to do business in those jurisdictions where it is necessary to fulfill each of the Vendor's its obligations under this Agreement, Agreement and each of the Vendors it has the full power and authority to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; (bc) each of the Vendors it has the requisite power, authority and capacity to own and use all of its respective business assets and to carry on its respective business as presently conducted by it and to fulfill the Vendor's its respective obligations under this Agreement; (cd) the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary action action, corporate or otherwise, on each of the Vendor's its respective part; (de) there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained; (f) this Agreement constitutes a legal, valid and binding obligation of each of the Vendors it enforceable against the Vendors it in accordance with its terms, except as enforcement may be limited by laws of general application affecting the rights of creditors; (e) prior to the Subject Removal Date each of the Vendors will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by each of the Vendors who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which either the Vendors or any of the mineral property interests comprising the Property may be subject; (f) except for Regulatory Approval of this Agreement by the appropriate Regulatory Authorities, there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained; (g) the Vendors are not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which the Vendors are subject or which apply to the Vendors; (h) no proceedings are pending for, and the Vendors are it is unaware of, any basis for the institution of any proceedings leading to its respective dissolution or winding up, or the placing of any of the Vendors it in bankruptcy or subject to any other laws governing the affairs of insolvent companies or persons; (i) the Vendors have not received, nor have the Vendors requested or do the Vendors require to receive, any offering memorandum or similar document describing the business and affairs of the Purchaser in order to assist the Vendors in entering into this Agreement and in consummating the transactions contemplated herein; (j) except as otherwise provided for herein, the Vendors have not retained, employed or introduced any broker, finder or other person who would be entitled to a brokerage commission or finder's fee arising out of the transactions contemplated hereby; (k) the Vendors are not, nor until or at the Closing Date will the Vendors be, in breach of any provision or condition of, nor have the Vendors done or omitted to do anything that, with or without the giving of notice or lapse or both, would constitute a breach of any provision or condition of, or give rise to any right to terminate or cancel or accelerate the maturity of any payment under, any deed of trust, contract, certificate, consent, permit, license or other instrument to which either of the Vendors is a party, by which either of the Vendors is bound or from which any of the Vendors derives benefit, any judgment, decree, order, rule or regulation of any court or governmental authority to which any of the Vendors is subject, or any statute or regulation applicable to any of the Vendors, to an extent that, in the aggregate, has a material adverse affect on either of the Vendors or on any of the mineral property interests comprising the Property; (l) each Vendor will give to the Purchaser, within at least five calendar days prior to the Closing Date, by written notice, particulars of: (i) each occurrence within the Vendor' knowledge after the Effective Date of this Agreement that, if it had occurred before the Effective Date, would have been contrary to any of the Vendor's representations or warranties contained herein; and (ii) each occurrence or omission within the Vendor's knowledge after the Effective Date that constitutes a breach of any of the Vendor's covenants contained in this Agreement; (mh) the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not: (i) if a corporation, conflict with or result in a breach of or violate any of the terms, conditions or provisions of its respective constating documents; (ii) conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court Court or governmental authority, domestic or foreign, to which any of the Vendors it is subject, or constitute or result in a default under any agreement, contract or commitment to which any of the Vendors it is a party; (iiiii) give to any party the right of termination, cancellation or acceleration in or with respect to any agreement, contract or commitment to which any of the Vendors it is a party; (iiiiv) give to any government or governmental authority, or any municipality or any subdivision thereof, including any governmental department, commission, bureau, board or administration agency, any right of termination, cancellation or suspension of, or constitute a breach of or result in a default under, any permit, license, control or authority issued to any of the Vendors it which is necessary or desirable in connection with the conduct and operations of each Vendor's its respective business and the ownership or leasing of each Vendor's its respective business assets; or (ivv) constitute a default by any of the Vendorsit, or any event which, with the giving of notice or lapse of time or both, might constitute an event of default, under any agreement, contract, indenture or other instrument relating to any indebtedness of any of the Vendors it which would give any party to that agreement, contract, indenture or other instrument the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture or other instrument;; and (ni) neither this Agreement nor any other document, certificate or statement furnished to the Purchaser by or on behalf of any of the Vendors in connection with the transactions contemplated hereby knowingly or negligently contains any untrue or incomplete statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading which would likely affect the decision of the Purchaser to enter into this Agreement; and (o) the Vendors are not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations, warranties and covenants contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.

General representations, warranties and covenants by the Vendors. In order to induce the Purchaser to enter into and consummate this Agreement, the Vendors hereby, jointly and severally, represent to, warrant to and covenant with the Purchaser, with the intent that the Purchaser will rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of each of the Vendors, after having made due inquiry: (a) each of the Vendors and/or agents to the Vendors is and will be qualified to do business in those jurisdictions where it is necessary to fulfill each of the Vendor's ’s obligations under this Agreement, and each of the Vendors has the full power and authority to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; (b) each of the Vendors has the requisite power, authority and capacity to fulfill the Vendor's ’s obligations under this Agreement; (c) the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary action on each of the Vendor's ’s part; (d) this Agreement constitutes a legal, valid and binding obligation of each of the Vendors enforceable against the Vendors in accordance with its terms, except as enforcement may be limited by laws of general application affecting the rights of creditors; (e) prior to the Subject Removal Date each of the Vendors will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by each of the Vendors who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which either the Vendors or any of the mineral property interests comprising the Property may be subject; (f) except for Regulatory Approval of this Agreement by the appropriate Regulatory Authorities, there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained; (g) the Vendors are not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which the Vendors are subject or which apply to the Vendors; (h) no proceedings are pending for, and the Vendors are unaware of, any basis for the institution of any proceedings leading to the placing of any of the Vendors in bankruptcy or subject to any other laws governing the affairs of insolvent persons; (i) the Vendors have not received, nor have the Vendors requested or do the Vendors require to receive, any offering memorandum or similar document describing the business and affairs of the Purchaser in order to assist the Vendors in entering into this Agreement and in consummating the transactions contemplated herein; (j) except as otherwise provided for herein, the Vendors have not retained, employed or introduced any broker, finder or other person who would be entitled to a brokerage commission or finder's ’s fee arising out of the transactions contemplated hereby; (k) the Vendors are not, nor until or at the Closing Date will the Vendors be, in breach of any provision or condition of, nor have the Vendors done or omitted to do anything that, with or without the giving of notice or lapse or both, would constitute a breach of any provision or condition of, or give rise to any right to terminate or cancel or accelerate the maturity of any payment under, any deed of trust, contract, certificate, consent, permit, license or other instrument to which either of the Vendors is a party, by which either of the Vendors is bound or from which any of the Vendors derives benefit, any judgment, decree, order, rule or regulation of any court or governmental authority to which any of the Vendors is subject, or any statute or regulation applicable to any of the Vendors, to an extent that, in the aggregate, has a material adverse affect on either of the Vendors or on any of the mineral property interests comprising the Property; (l) each Vendor will give to the Purchaser, within at least five calendar days prior to the Closing Date, by written notice, particulars of: (i) each occurrence within the Vendor' ’ knowledge after the Effective Date of this Agreement that, if it had occurred before the Effective Date, would have been contrary to any of the Vendor's ’s representations or warranties contained herein; and (ii) each occurrence or omission within the Vendor's ’s knowledge after the Effective Date that constitutes a breach of any of the Vendor's ’s covenants contained in this Agreement; (m) the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not: (i) conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which any of the Vendors is subject, or constitute or result in a default under any agreement, contract or commitment to which any of the Vendors is a party; (ii) give to any party the right of termination, cancellation or acceleration in or with respect to any agreement, contract or commitment to which any of the Vendors is a party; (iii) give to any government or governmental authority, or any municipality or any subdivision thereof, including any governmental department, commission, bureau, board or administration agency, any right of termination, cancellation or suspension of, or constitute a breach of or result in a default under, any permit, license, control or authority issued to any of the Vendors which is necessary or desirable in connection with the conduct and operations of each Vendor's ’s business and the ownership or leasing of each Vendor's ’s business assets; or (iv) constitute a default by any of the Vendors, or any event which, with the giving of notice or lapse of time or both, might constitute an event of default, under any agreement, contract, indenture or other instrument relating to any indebtedness of any of the Vendors which would give any party to that agreement, contract, indenture or other instrument the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture or other instrument; (n) neither this Agreement nor any other document, certificate or statement furnished to the Purchaser by or on behalf of the Vendors in connection with the transactions contemplated hereby knowingly or negligently contains any untrue or incomplete statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading which would likely affect the decision of the Purchaser to enter into this Agreement; and (o) the Vendors are not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations, warranties and covenants contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.

General representations, warranties and covenants by the Vendors. In ------------------------------------------------------------------- order to induce the Purchaser to enter into and consummate this Agreement, the Vendors hereby, jointly and severallyVendors, represent to, warrant to and covenant with the Purchaser, with the intent that the Purchaser will rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of each of the Vendors, after having made due inquiry: (a) each if a corporation, it is duly organized under the laws of its respective jurisdiction of incorporation and is validly existing and in good standing with respect to all statutory filings required by the Vendors and/or agents to the Vendors applicable corporate laws; (b) it is and will be qualified to do business in those jurisdictions where it is necessary to fulfill each of the Vendor's its obligations under this Agreement, Agreement and each of the Vendors it has the full power and authority to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; (bc) each of the Vendors it has the requisite power, authority and capacity to own and use all of its respective business assets and to carry on its respective business as presently conducted by it and to fulfill the Vendor's its respective obligations under this Agreement; (cd) the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary action action, corporate or otherwise, on each of the Vendor's its respective part; (de) there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained; (f) this Agreement constitutes a legal, valid and binding obligation of each of the Vendors it enforceable against the Vendors it in accordance with its terms, except as enforcement may be limited by laws of general application affecting the rights of creditors; (e) prior to the Subject Removal Date each of the Vendors will have obtained all authorizations, approvals, including Regulatory Approval, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by each of the Vendors who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which either the Vendors or any of the mineral property interests comprising the Property may be subject; (f) except for Regulatory Approval of this Agreement by the appropriate Regulatory Authorities, there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained; (g) the Vendors are not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which the Vendors are subject or which apply to the Vendors; (h) no proceedings are pending for, and the Vendors are it is unaware of, any basis for the institution of any proceedings leading to its respective dissolution or winding up, or the placing of any of the Vendors it in bankruptcy or subject to any other laws governing the affairs of insolvent companies or persons; (i) the Vendors have not received, nor have the Vendors requested or do the Vendors require to receive, any offering memorandum or similar document describing the business and affairs of the Purchaser in order to assist the Vendors in entering into this Agreement and in consummating the transactions contemplated herein; (j) except as otherwise provided for herein, the Vendors have not retained, employed or introduced any broker, finder or other person who would be entitled to a brokerage commission or finder's fee arising out of the transactions contemplated hereby; (k) the Vendors are not, nor until or at the Closing Date will the Vendors be, in breach of any provision or condition of, nor have the Vendors done or omitted to do anything that, with or without the giving of notice or lapse or both, would constitute a breach of any provision or condition of, or give rise to any right to terminate or cancel or accelerate the maturity of any payment under, any deed of trust, contract, certificate, consent, permit, license or other instrument to which either of the Vendors is a party, by which either of the Vendors is bound or from which any of the Vendors derives benefit, any judgment, decree, order, rule or regulation of any court or governmental authority to which any of the Vendors is subject, or any statute or regulation applicable to any of the Vendors, to an extent that, in the aggregate, has a material adverse affect on either of the Vendors or on any of the mineral property interests comprising the Property; (l) each Vendor will give to the Purchaser, within at least five calendar days prior to the Closing Date, by written notice, particulars of: (i) each occurrence within the Vendor' knowledge after the Effective Date of this Agreement that, if it had occurred before the Effective Date, would have been contrary to any of the Vendor's representations or warranties contained herein; and (ii) each occurrence or omission within the Vendor's knowledge after the Effective Date that constitutes a breach of any of the Vendor's covenants contained in this Agreement; (mh) the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not: (i) if a corporation, conflict with or result in a breach of or violate any of the terms, conditions or provisions of its respective constating documents; (ii) conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court Court or governmental authority, domestic or foreign, to which any of the Vendors it is subject, or constitute or result in a default under any agreement, contract or commitment to which any of the Vendors it is a party; (iiiii) give to any party the right of termination, cancellation or acceleration in or with respect to any agreement, contract or commitment to which any of the Vendors it is a party; (iiiiv) give to any government or governmental authority, or any municipality or any subdivision thereof, including any 133 governmental department, commission, bureau, board or administration agency, any right of termination, cancellation or suspension of, or constitute a breach of or result in a default under, any permit, license, control or authority issued to any of the Vendors it which is necessary or desirable in connection with the conduct and operations of each Vendor's its respective business and the ownership or leasing of each Vendor's its respective business assets; or (ivv) constitute a default by any of the Vendorsit, or any event which, with the giving of notice or lapse of time or both, might constitute an event of default, under any agreement, contract, indenture or other instrument relating to any indebtedness of any of the Vendors it which would give any party to that agreement, contract, indenture or other instrument the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture or other instrument;; and (ni) neither this Agreement nor any other document, certificate or statement furnished to the Purchaser by or on behalf of any of the Vendors in connection with the transactions contemplated hereby knowingly or negligently contains any untrue or incomplete statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading which would likely affect the decision of the Purchaser to enter into this Agreement; and (o) the Vendors are not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations, warranties and covenants contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.