Optionor’s Representations and Warranties Sample Clauses
Optionor’s Representations and Warranties. Each of Xxxxxx and 802213 represents and warrants to the Optionee, jointly and severally, at the time of the execution of this Agreement that:
(a) the description of the Mineral Claims and the Property in Schedule A is true, correct and accurate;
(b) during the term of this Agreement, he or it shall take all actions and do all things necessary or desirable to ensure that (i) no liabilities are incurred on the Property other than with the express written consent of the Optionee; and (ii) the Property remains free and clear of all Encumbrances other than Permitted Encumbrances;
(c) he or it has obtained all necessary and advisable approvals to execute this Agreement and grant the Option to the Optionee, and to transfer an 100% interest in the Property to the Optionee in accordance with the terms hereof, and, the Optionor has sole and complete power and authority to deal with the Property in the manner contemplated in this Agreement;
(d) except for the Permitted Encumbrances and the rights of the Optionee under this Agreement, the Optionor has not done any act or suffered or permitted any action to be done whereby any Person may acquire any interest in or to the Property or minerals to be mined or removed from the Property;
(e) no Person has any right under preferential, earn-in, royalty, pre-emptive or first purchase rights, options or otherwise to acquire any interest in the Property that might be triggered by virtue of this Agreement or the transactions contemplated hereby or which could affect the its interest in the Property;
(f) there is no actual, threatened or, contemplated Claim or challenge relating to the Property nor to the best of his or its information, knowledge and belief is there any basis therefor, and there is not presently outstanding against it any judgment, decree, injunction, rule or order of any court, Governmental Authority or arbitrator which would have a material effect upon the Property;
(g) to his or its knowledge, there are no Claims or rights being asserted by any Person, including without limitation any first nations or indigenous group, with respect to the Mineral Claims or the Property;
(h) the Optionor has not caused, permitted or allowed any Hazardous Substances to be released, stored, shipped, handled, treated, discharged, placed, escaped, leached or disposed of on, into, under or through the Property (including watercourses, improvements thereon and contents thereof) or nearby areas or breached the provisions of applicabl...
Optionor’s Representations and Warranties. The Optionor represents and warrants to the Optionee at the time of the execution of this Agreement that:
(a) the Optionor has acquired and holds beneficially a 100% interest in the Property, free and clear of all Encumbrances except for Permitted Encumbrances and subject to the rights the Province of Quebec may have in said Property;
(b) the Optionor is in exclusive and peaceful possession of the Property;
(c) during the term of this Agreement, the Optionor shall take all actions and do all things necessary or desirable to ensure that (i) no liabilities are incurred on the Property other than with the express written consent of the Optionee; and (ii) the Property remains free and clear of all Encumbrances other than Permitted Encumbrances;
(d) the description of the Property set forth herein is true and correct;
(e) it has obtained board approval to grant the Option to the Optionee, and to transfer an 80% interest in the Property to the Optionee in accordance with the terms hereof, and the Optionor has sole and complete power and authority to deal with the Property in the manner contemplated in this Agreement;
(f) except for the Permitted Encumbrances, and the rights of the Optionee under this Agreement, the Optionor has not done any act or suffered or permitted any action to be done whereby any Person may acquire any interest in or to the Property or minerals to be mined or removed from the Property;
(g) no Person has any right under preferential, earn-in, royalty, pre-emptive or first purchase rights, options or otherwise to acquire any interest in the Property that might be triggered by virtue of this Agreement or the transactions contemplated hereby or which could affect the Optionor’s interest in the Property;
(h) there is no actual, threatened or, contemplated Claim or challenge relating to the Property, nor to the best of its information, knowledge and belief is there any basis therefor, and there is not presently outstanding against the Optionor any judgment, decree, injunction, rule or order of any court, Governmental Authority or arbitrator which would have a material effect upon the Property;
(i) to the knowledge of Optionor, there are no Claims or rights being asserted by any first nations or indigenous group with respect to the Mineral Claims or the Property;
(j) the Optionor has not caused, permitted or allowed any Hazardous Substances to be released, stored, shipped, handled, treated, discharged, placed, escaped, leached or disposed of on, ...
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. The Optionor represents and warrants to the Optionee that, as at the Agreement Date and at the Closing Date:
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 and is able to convey good, marketable title thereto, subject to the matters disclosed in the Pro Forma.
2. That Xxxxxxx Xxx has full authority to execute this Agreement on behalf of Optionor and to bind Optionor to this Agreement.
3. That Optionor is duly organized, is validly existing, and is a trust in good standing under the laws of its jurisdiction or organization.
4. That Optionor has all necessary power and authority to carry on its business and to own, lease and operate its properties, and is duly qualified and authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification.
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 none threatened to Optionor's knowledge; and all contractor...
Optionor’s Representations and Warranties. The Optionor represents and warrants to the Optionee that:
(a) it is a company duly and validly subsisting under the laws of Nevada, and that all necessary approvals of its directors, officers and shareholders, and any further approvals that may be required in connection therewith, have been obtained 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 Optionor;
(b) it is, and during the period of the Option, will be the legal, registered and beneficial holder of a 100% interest in the Property, free and clear of any and all defects, charges, liens and encumbrances of any nature or kind whatsoever, whether written or oral, direct or indirect;
(c) it (i) has not transferred or encumbered, (ii) has not agreed to transfer or encumber, or
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 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. 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 ...