Optionor’s Representations and Warranties Sample Clauses
The "Optionor’s Representations and Warranties" clause sets out the specific assurances and factual statements that the optionor (the party granting an option) makes to the optionee (the party receiving the option) regarding the subject matter of the agreement. Typically, these representations cover the optionor’s authority to enter into the agreement, ownership of the property or rights being optioned, and the absence of undisclosed encumbrances or legal disputes. By providing these assurances, the clause helps the optionee assess risk and make informed decisions, while also offering a basis for recourse if any statements prove false or misleading.
Optionor’s Representations and Warranties. The Optionor represents and warrants to the Optionee that:
(a) the Mineral Rights comprising the Property, and any Permitted Encumbrances in relation thereto, are properly and accurately described in Schedule B;
(b) each of the Mineral Rights comprised in the Property is in good standing under the laws of the Province of Quebec as to the incurring of expenditures and the payment of taxes or other monies to the expiry dates shown in Schedule A, and all work in relation to the Property that is eligible for credit under the laws of Province of Quebec has been properly and accurately filed;
(c) the Mineral Rights comprised in the Property have been duly and validly staked and recorded or otherwise properly and legally acquired;
(d) it is the registered holder of each of the Mineral Rights listed in Schedule A as shown therein, and except for the Permitted Encumbrances, is free and clear of all Encumbrances, and the Optionor is in exclusive possession of such Mineral Rights;
(e) other than the Permitted Encumbrances, there are no outstanding agreements or options to acquire or purchase any of the Mineral Rights comprised in the Property, no person has any royalty or other interest whatsoever in production therefrom, and there is no adverse claim or challenge (including, without limitation, any aboriginal land claim) against or to the ownership of or title to any of the Mineral Rights described in Schedule A, nor to the best of its knowledge is there any basis therefor;
(f) all payments to be made and obligations to be fulfilled by the Optionor as of the date hereof pursuant to any applicable laws and regulations have been made or fulfilled, there has been no notice given of default, claiming an indemnity, of an intention to abandon property or any other notice contemplated thereunder to be given by the Optionor, and the Optionor has not waived or postponed any of its rights thereunder;
(g) there are no rights of first refusal, back in rights, bump up rights, abandonment rights or other rights, options or elections under the any instrument or agreement which would affect the Optionor’s right, title and interest in and to the Property;
(h) the Optionor has received no notice and has no knowledge of any proposal to terminate or vary the terms of or rights attaching to any of the Mineral Rights described in Schedule A from any government or other regulatory authority;
(i) no proceedings are pending for and the Optionor is not aware of any basis for the institution ...
Optionor’s Representations and Warranties. Optionor hereby ----------------------------------------- represents and warrants to Optionee as of the date hereof and as of the Closing Date as follows:
(A) Subject to the rights of Prudential under the Redemption Agreement, Optionor is the sole owner of the Investment Notes on the date hereof, and on the Closing Date, Optionor shall be the sole owner of the Remainder Notes. Further, the Investment Notes are free and clear of all liens and third party interests on the date hereof (other than the interests and rights in favor of Prudential under the Redemption Agreement and any pledge of the Investment Notes securing the Equity Redemption Loan (as defined in the Redemption Agreement)), and on the Closing Date, the Remainder Notes shall be free and clear of all liens and third party interests of any kind or nature, except as created by this Agreement. Optionor has not amended, modified, terminated or otherwise by written agreement altered the Investment Notes or other Investment Loan Documents except as specifically disclosed to Optionee in writing prior to the date hereof, and on the Closing Date, except as otherwise amended, modified or altered in connection with the transactions contemplated in the Redemption Agreement, Optionor shall not have amended, modified, terminated or otherwise altered the Investment Notes, Remainder Notes or other Investment Loan Documents without Optionee's written consent obtained in accordance with Section 7 hereof. ---------
(B) As of the date hereof, Optionor has not assigned or transferred the Investment Notes or any of the other Investment Loan Documents (except for any pledge of the Investment Notes securing the Equity Redemption Loan), nor are there any agreements to assign or convey any portion of such Investment Loan Documents to any person other than Optionee and Prudential in accordance with this Agreement and the Redemption Agreement, respectively. On the Closing Date, Optionor shall not have assigned or transferred the Remainder Notes or any of the other Investment Loan Documents (except for such portion of the Investment Notes transferred to Prudential in accordance with the Redemption Agreement), nor shall there be any agreements to assign or convey the Remainder Notes or any portion of such Investment Loan Documents to any person other than Optionee (except with respect to Prudential's rights under the Redemption Agreement).
(C) To Optionor's knowledge, Optionor has all requisite power and authority to execute...
Optionor’s Representations and Warranties. Each of Strongbow and UML, jointly and severally, represents and warrants to the Optionee that:
(a) each of the Mineral Properties
(i) is fully and accurately described in Part I of Schedule A, including any Encumbrances in relation thereto is fully and accurately described in Part III of Schedule A, and neither of them nor any of their Affiliates has an interest in any other Mineral Rights which are located wholly or in part within the Area of Interest;
(ii) is in good standing under the applicable laws, including the incurring of expenditures and the payment of surface taxes or other monies to the expiry dates as indicated in Part I of Schedule A, each of such Mineral Properties are in the process of being re-issued by the relevant issuing authority, and neither of them are aware of any basis upon which the re-issuance of any of such Mineral Properties could be denied;
(iii) have been duly and validly staked or otherwise properly and legally acquired, and
(iv) are wholly owned by and recorded or registered in the name of UML, free and clear of all Encumbrances except those specifically identified in Part III of Schedule A, and the Optionor is in exclusive possession of such Mineral Properties;
(b) each of the Lands is fully and accurately described in Part II of Schedule A, including any Encumbrances in relation hereto, have been properly and legally acquired, are wholly owned by and recorded or registered in the name of UML, free and clear of all Encumbrances except those specifically identified in Part III of Schedule A, and the Optionor is in exclusive possession of such Lands;
(c) the leasehold interest comprised in the lands is in good standing under the terms of the lease, all rent, taxes and other amounts due and payable pursuant to the lease have been paid, and neither party thereunder has given notice of default thereunder or breach thereof nor, to their knowledge, is there any basis for such notice to be given;
(d) there are no outstanding agreements or options to acquire or purchase any of the Properties, no person other than Summit Exploration Ltd. (who hold a 2% net smelter returns royalty under a purchase agreement dated 15/09/99) has any royalty or other interest whatsoever in production therefrom, and there is no adverse claim or challenge against or to the ownership of or title to any of the Properties, nor to the best of its knowledge is there any basis therefor, other than any royalty that may eventually be payable to the Government of...
Optionor’s Representations and Warranties. The Optionor represents and warrants to the Optionee that, as at the Agreement Date and at the Closing Date:
Optionor’s Representations and Warranties. Optionor represents and warrants to Optionee as of the date hereof, that:
(a) Optionor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Texas, and is duly qualified to carry on its business in Texas;
(b) Optionor has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, and to perform its obligations under this Agreement and the other documents and agreements contemplated hereby. Effective as of the date hereof the consummation of the transactions contemplated by this Agreement do not and will not violate, nor be in conflict with, any provision of its governing documents or any agreement or instrument to which it is a party or by which it is bound (except as set forth hereinbelow and in any provision contained in agreements customary in the oil and gas industry relating to (1) the Preferential Purchase Rights (defined below) as to all or any portion of the Assets; (2) required consents to transfer and related provisions; (3) maintenance of uniform interest provisions; and (4) any other third-party approvals or consents contemplated herein), or any judgment, decree, order, statute, rule, or regulation applicable to Optionor;
(c) This Agreement, and all documents and instruments required hereunder to be executed and delivered by Optionor constitute legal, valid and binding obligations of Optionor in accordance with its respective terms, subject to applicable bankruptcy and other similar laws of general application with respect to creditors;
(d) There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to the actual knowledge of Optionor threatened against Optionor;
(e) The execution, delivery and performance of this Agreement, and the transaction contemplated hereunder have been duly and validly authorized by all requisite authorizing action, corporate, partnership or otherwise, on the part of Optionor.
(f) Optionor has not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in connection with this Agreement or the transaction provided herein;
(g) Other than as set forth in Exhibit “H”, to the best of Optionor’s knowledge, there are no claims, investigations, demands, actions, suits, or administrative, legal or arbitration proceedings (including condemnation, expropriation, or forfeiture proceedin...
Optionor’s Representations and Warranties. The Optionors hereby represent and warrant, on a joint and several basis, to the Optionee on the date hereof that:
(a) the Optionors are the beneficial and registered or recorded owners of a one hundred percent (100%) interest in the Property;
(b) the Property is in good standing, free and clear of all encumbrances;
(c) the Property has been duly and validly located and recorded pursuant to the Applicable Laws of the Province of Ontario constituting valid and subsisting Mining Rights and that the Property is in good standing with respect to property or mineral tax requirements;
(d) the Optionors have the full and undisputed right to deal with the Property as provided for in this Agreement;
(e) the Property is not subject to any pending or threatened claims by any third party or any Governmental Authority;
(f) the claims comprising the Property are accurately described in Schedule “A”;
(g) no person has any right, agreement, option, understanding, commitment or privilege capable of becoming an agreement to acquire or purchase the Property or any interest in or portion thereof and the Optionors have the exclusive right to receive 100% of the proceeds from the sale of Minerals removed from the Property, and no person is entitled to any royalty or other payment in the nature of rent or royalty on Minerals removed from the Property or is entitled to take Minerals from the Property in kind, other than mineral taxes payable to a Governmental Authority pursuant to Applicable Laws;
Optionor’s Representations and Warranties. Optionor 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 Optionor is the owner of the Property (although the underlying deed to the Property states that the property was conveyed to Richfield Development, Inc.) and Owner is able to convey good, marketable title thereto, subject to the matters disclosed in the Pro Forma.
2. That ▇▇▇▇▇▇▇ ▇▇▇ has full authority to execute this Agreement on behalf of Optionor and to bind Optionor to this Agreement.
3. That Optionor 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.
4. That all necessary corporate action has been taken to authorize all transactions herein contemplated.
5. That the execution, delivery and performance of this Agreement by Optionor 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 Optionor or the Property or conflict with, violate, result in a breach or termination of or cause a default under Optionor's articles of incorporation or bylaws, or any other agreement or obligation by which Optionor or the Property are bound.
6. That no consent or approval of this Agreement is required by any third party.
7. That there are no actions or claims pending or to Optionor's knowledge threatened before any court, governmental agency, arbitrator or other tribunal which would prevent Optionor from completing the transactions provided herein in accordance with the terms of this Agreement.
8. That Optionor has not received any notice of zoning changes or any actions threatening condemnation of any part of the Property through exercise of eminent domain by any governmental authority.
9. That Optionor has no actual knowledge of any violations of law, municipal or county ordinances or other legal requirements affecting the Property, or with respect to the use or occupancy thereof.
10. That to the best of Optionor's knowledge, all documents that will affect title to the Property at Closing have been provided to Optionee.
11. That there are no mechanic's liens recorded against the Property and no...
Optionor’s Representations and Warranties. The Optionor represents and warrants to the Optionee that:
(a) it is the beneficial and registered or recorded owner of a one hundred percent (100%) interest in the unpatented mining claims;
(b) the mining claims are in good standing, free and clear of all encumbrances;
(c) the Property has been duly and validly located and recorded pursuant to the applicable legislation of the Province of Ontario constituting valid and subsisting Mining Rights and surface rights owned in fee simple and that the property is in good standing with respect to property tax requirements and will be maintained by the Optionor during the period of this Agreement until termination, abandonment or expiration;
(d) it has the full and undisputed right to deal with the Property as provided for in this Agreement; and
(e) the Property is not subject to any pending or threatened claims by any third party or any governmental agency.
Optionor’s Representations and Warranties. The Optionor hereby represents and warrants to the Optionee on the date hereof that:
(a) it is the beneficial and registered or recorded owner of a one hundred percent (100%) interest in the Property;
(b) the Property is in good standing, free and clear of all encumbrances;
(c) the Property has been duly and validly located and recorded pursuant to the applicable legislation of the Province of Ontario constituting valid and subsisting Mining Rights and that the Property is in good standing with respect to property or mineral tax requirements;
(d) the Optionor has the full and undisputed right to deal with the Property as provided for in this Agreement; and
(e) the Property is not subject to any pending or threatened claims by any third party or any governmental agency.
Optionor’s Representations and Warranties. Each of Strongbow and UML, jointly and severally, represents and warrants to the Optionee that:
(a) each of the Properties
(i) is fully and accurately described in Schedule A, including any Encumbrances in relation thereto, and neither of them nor any of their Affiliates has an interest in any other Mineral Rights which are located wholly or in part within the Area of Interest;
(ii) is in good standing under the applicable laws, including the incurring of expenditures and the payment of surface taxes or other monies to the expiry dates as indicated in Schedule A, each of such Properties are in the process of being re-issued by the relevant issuing authority, and neither of them are aware of any basis upon which the re-issuance of any of such Properties could be denied;
(iii) have been duly and validly staked or otherwise properly and legally acquired, and
(iv) are wholly owned by and recorded or registered in the name of UML, free and clear of all Encumbrances except those specifically identified in Schedule A, and the Optionor is in exclusive possession of such Properties;
(b) there are no outstanding agreements or options to acquire or purchase any of the Properties, no person has any royalty or other interest whatsoever in production therefrom, and there is no adverse claim or challenge against or to the ownership of or title to any of the Properties, nor to the best of its knowledge is there any basis therefor, other than any royalty that may eventually be payable to the Government of Northern Ireland or the Crown Estate;
(c) the Optionor has received no notice and has no knowledge of any proposal to terminate or vary the terms of or rights previously comprised in any of the Properties from any government or other regulatory authority;
(d) no proceedings are pending for and the Optionor is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of either of them or the placing of either of them into bankruptcy or subject to any other laws governing the affairs of insolvent persons;
(e) there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to any of the Properties or the conduct of the business related thereto, nor to the best of its knowledge have any activities on or in relation to the any of the Properties been in violation of any environmental law, regulations or regulatory prohibition or order, and to the best ...