Optionee’s Representations and Warranties. By execution of this Agreement, Optionee represents and warrants to the Company as follows:
Optionee’s Representations and Warranties. In connection with the grant of the Options hereunder, Optionee hereby represents and warrants to the Partnership that:
(i) Optionee is being granted the Options for Optionee’s own account with the present intention of holding any Securities acquired upon exercise of the Options for investment purposes and that Optionee has no intention of selling such Securities acquired upon exercise of the Options in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws. Optionee acknowledges that the Units underlying the Options have not been registered under the Securities Act or applicable state or foreign securities laws and that any Units acquired upon exercise of the Options will be issued to Optionee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on Optionee’s representations and agreements contained herein.
(ii) The execution, delivery and performance by Optionee of this Agreement and the consummation of the transactions contemplated hereby do not and will not (with or without the giving of notice, the lapse of time, or both) result in a violation or breach of, conflict with, cause increased liability or fees, or require approval, consent or authorization under (A) any law, rule or regulation applicable to Optionee, or (B) any contract to which Optionee is a party or by which Optionee or any of Optionee’s properties or assets may be bound or affected.
(iii) Optionee is an employee of the Partnership Group.
(iv) Optionee has had an opportunity to ask the Partnership and its representatives questions and receive answers thereto concerning the terms and conditions of the Options to be granted to Optionee hereunder and has had full access to such other information concerning the Partnership Group as Optionee may have requested in making Optionee’s decision to enter into this Agreement.
(v) Optionee acknowledges that the Options are subject to the terms and restrictions contained in the Partnership Agreement, and Optionee has received and reviewed a copy of the Partnership Agreement.
(vi) Optionee acknowledges that the Options are not transferable by Optionee except pursuant to the laws of descent and distribution or as may otherwise be specifically authorized by the General Partner in writing. Except as otherwise provided herein, no assignment or transfer of the Options, or of the rights represented thereby, whe...
Optionee’s Representations and Warranties. Optionee hereby represents and warrants to Optionors that as of the date hereof:
(i) Optionee is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business in the State of California, with the full right, power and authority to enter into and carry out the transactions contemplated by this Agreement.
(ii) Optionee has full power and authority to perform each of its obligations hereunder, and has full right and power to purchase the Property and accept a conveyance thereof, if Optionee timely and properly exercises its rights in accordance with the provisions of this Agreement.
(iii) This Agreement and all documents in connection herewith that are to be executed and delivered by Optionee have been duly executed and delivered by Optionee and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor’s rights generally, and except that the availability of equitable remedies may be subject to judicial discretion).
(iv) The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby by Optionee does not and will not result in a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under any instrument, and do not and will not violate, and are not restricted by, any other contractual obligation or any law to which Optionee is a party or by which Optionee is bound, or violate any order, writ, injunction or decree of any court or regulatory agency with jurisdiction over Optionee.
(v) Optionee is currently (a) in compliance with and shall at all times during the term of this Agreement remain in compliance with the regulations of OFAC of the U.S. Department of Treasury and any statute, executive order (including Executive Order 13224, dated September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or regulation relating thereto, and (b) not listed on, and shall not during the term of this Agreement be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, execu...
Optionee’s Representations and Warranties. The Optionee represents and warrants to each of Boundary and the Company that:
(a) it is a company duly and validly subsisting under the laws of British Columbia, and all necessary approvals of its directors and officers, and any further approvals that may be required in connection therewith, have been or will have been obtained to authorize the entering into and delivery of this Option Agreement and the taking of all actions required pursuant hereto by the Optionee;
(b) it has the full and undisputed power, right and authority to enter into and deliver this Option Agreement, to perform and observe the covenants and conditions or its part to be performed and observed herein, and to deal with the Property as provided for in this Option Agreement;
(c) all common shares to be issued hereunder shall be duly and validly issued as fully paid and non-assessable common shares in the capital of the Optionee as such common shares are constituted on the Execution Date and, except as otherwise contemplated by this Option Agreement, the certificates representing the common shares shall bear no legend or restrictions on transferability or re-sale that is or purports to be effective for more than four months and one day after the date of issuance;
(d) the Optionee is a reporting issuer within the meaning of applicable securities laws in the Provinces of British Columbia, Alberta and Ontario and is not in default of any material requirement under applicable securities laws. No delisting, suspension of trading in or cease trading order with respect to any securities of the Optionee and, to the knowledge of the Optionee, no inquiry or investigation (formal or informal) of any applicable securities regulatory authority, is in effect or ongoing or, to the knowledge of the Optionee, expected to be implemented or undertaken. The common shares are listed and posted for trading on the Canadian Securities Exchange (“CSE”) and the Optionee is in compliance in all material respects with all requirements of the CSE;
(e) the Optionee is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and no proceedings are pending for and the Optionee is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of the Optionee or the placing of it into bankruptcy or subject to any other laws governing the affairs of insolvent persons nor is there any basis therefor;
(f) neither the execution nor delivery of this Opt...
Optionee’s Representations and Warranties. The Optionee represents and warrants to the Optionor that:
(a) it is a company duly and validly subsisting under the laws of British Columbia, and all necessary approvals of its directors and officers, and any further approvals that may be required in connection therewith, have been or will have been obtained on or prior to the Closing Date to authorize the entering into and delivery of this Option Agreement and the taking of all actions required pursuant hereto by the Optionee;
(b) it has the full and undisputed power, right and authority to enter into and deliver this Option Agreement, to perform and observe the covenants and conditions or its part to be performed and observed herein, and to deal with the Property as provided for in this Option Agreement;
(c) neither the execution or delivery of this Option Agreement, nor the performance or observance of the provisions hereof, will conflict with or result in the violation, contravention or breach of, or constitute or result in a default under:
(i) any of the terms and provisions of any law applicable to the Optionor;
(ii) any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound; or
(iii) the constating documents of the Optionee or of any resolution of its directors or shareholders; and
(d) this Option Agreement has been duly executed and delivered by the Optionee and it constitutes a valid, legal and binding agreement enforceable against the Optionee in accordance with its terms.
Optionee’s Representations and Warranties. The Optionee represents and warrants to the Optionor that, as at the Agreement Date and at the Closing Date:
Optionee’s Representations and Warranties. By execution of this Agreement, you represent and warrant to the Company as follows:
(a) You are accepting this option solely for your own account for investment and not with a view to or for sale or distribution of the option or any portion thereof and not with any present intention of selling, offering to sell, or otherwise disposing of or distributing the option or any portion thereof. The entire legal and beneficial interest of the option herein accepted is for and will be held for your account only and neither in whole or in part for any other person.
(b) You reside at the following address: ------------------------------------- -------------------------------------
(c) You are familiar with the Company and its plans, operations and financial condition. Prior to the acceptance of this option, you have received all information as you deem necessary and appropriate to enable an evaluation of the financial risk inherent in accepting the option and have reviewed satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.
Optionee’s Representations and Warranties. Optionee hereby represents and warrants, which representations and warranties shall be true and correct as of the date of Closing (unless otherwise specified below):
1. That the execution, delivery and performance of this Agreement by Optionee will not, with or without the giving of notice and/or the passage of time, violate or constitute a default under any provision of law, any administrative regulation or any judicial, administrative or arbitration order, award, judgment or decree applicable to Optionee or conflict with, violate, result in a breach or termination of or cause a default under Optionee's articles of incorporation or bylaws, or any other agreement or obligation by which Optionee is bound.
2. That no consent or approval of this Agreement is required by any third party, other than any approvals required by Optionee's secured lenders.
3. That there are no actions or claims pending or to Optionee's knowledge threatened before any court, governmental agency, arbitrator or other tribunal which would prevent Optionee from completing the transactions provided herein in accordance with the terms of this Agreement.
4. That Optionee is duly organized and validly existing as a corporation in its state of incorporation, in good standing and qualified to conduct its business, to own real property and to consummate the transactions contemplated herein under the laws of the State of Nevada.
5. That all necessary corporate action has been taken to authorize all transactions herein contemplated.
6. That the execution, delivery and performance of this Agreement by Optionee will not, with or without the giving of notice and/or the passage of time, violate or constitute a default under any provision of law, any administrative regulation or any judicial, administrative or arbitration order, award, judgment or decree applicable to Optionee or conflict with, violate, result in a breach or termination of or cause a default under Optionee's articles of incorporation or bylaws, or any other agreement or obligation by which Optionee is bound.
7. That all representations and warranties made by Optionee and all information contained in any of the documents furnished or to be furnished to Optionor pursuant to this Agreement, do not and shall not contain any untrue statement of a material fact or omit to state any fact necessary in order to make the statements contained herein or therein not misleading.
Optionee’s Representations and Warranties. Optionee acknowledges that the execution of this Agreement by Optionor is made in material reliance by Optionor on each of the representations by Optionee made is this Section 5.2. Optionee hereby represents and warrants that:
Optionee’s Representations and Warranties. The Optionee represents, warrants and covenants to the Optionor that:
(a) as of the date hereof, the number of issued and outstanding Shares is 17,681,636; and
(b) the issuance of any Shares to the Optionor as set out in section 3.2 has been duly authorized by the Optionee and all such Shares have been reserved for issuance to the Optionor and upon the issuance of such Shares to the Optionee in accordance with the terms hereof, the Shares will be validly issued and outstanding as fully paid, non- assessable Shares in the capital of the Optionee.
