Common use of Optionee’s Representations and Warranties Clause in Contracts

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: (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; (b) it is a company duly incorporated, amalgamated or continued and validly subsisting under the laws of British Columbia, and all necessary approvals of its directors, officers, and any further approvals that may be required in connection therewith, 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; (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 OptionorOptionee; (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; and (e) the Optionee is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).

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; (b) it is a company duly incorporated, amalgamated or continued and validly subsisting under the laws of British Columbia, and all necessary approvals of its directors, officers, shareholders and others, and any further approvals that may be required in connection therewith, 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; (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 OptionorOptionee; (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; and (e) the Optionee is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).

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 OptionorOptionee; (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; and (e) the Optionee is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).