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

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. The Optionors hereby represent and warrant, on a joint and several basis, to the Optionee on the date hereof that: (a) Gravel Ridge and 2873454 are the registered and recorded owners of a 100% percent (100%) interest in the Property (as indicated in Schedule “A”), and 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;