Partnership’s Representations and Warranties. The Partnership represents and warrants to the Partner that:
Partnership’s Representations and Warranties. The Partnership represents and warrants to Newco and QRCI that on the date hereof:
Partnership’s Representations and Warranties. The Existing Partners, as of the date of the execution of this Agreement by Partnership, jointly and severally represent and warrant to Strategic, and covenant with Strategic, subject to the matters on the applicable Representation Exception Schedules, as follows:
Partnership’s Representations and Warranties. The Partnership has represented and warranted to Genco that: Suite 000 - 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X. V6C 2W2, Canada Tel: (000) 000-0000 Fax: (000) 000-0000 xxx.xxxxxxxxxxxxx.xxx GGC (Toronto Stock Exchange) XXXXXXXX, XXXXXXXXX & PARK REORGANIZATION FUND II, L.P. March 7, 2008
1. The Shares have been validly issued as fully paid and non-assessable shares of common and convertible common stock of Chief Mining.
2. The Shares are owned by the Partnership as the legal and beneficial owner thereof, with a good and marketable title thereto, free and clear of all restrictions on transfer, mortgages, liens, charges, security interests, adverse claims, charges, encumbrances, and demands whatsoever other than resale restrictions imposed on those shares by applicable securities legislation.
3. No person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from the Partnership of any of the Shares.
4. The principal and accrued interest payable to January 31, 2008 pursuant to a Debenture issued by Chief Mining to the Partnership under a Debenture Purchase Agreement dated December 15, 2005 between Chief Mining, as seller, and the Partnership, as purchaser (collectively, the "DEBENTURE") have been fully converted into 11,700,822 Common Shares, the dividends due under the Debenture to January 31, 2008 has been fully satisfied by the issuance of 2,417,241 Convertible Common Shares and the Debenture has thereby been fully discharged and no further liability of Chief Mining exists under the Debenture and all registrations of such discharges have been made where applicable or required.
5. Chief Mining is duly incorporated and organized and is in good standing with respect to all acts required to maintain its corporate existence under the laws of Arizona.
6. The authorized and issued share capital of Chief Mining consists of:
(a) 100,000,000 shares of common stock, par value $0.01, of which 23,670,276 shares have been duly issued and are outstanding as fully paid and non-assessable;
(b) 30,000,000 shares of convertible common stock, par value $0.01, of which 6,477,241 shares have been duly issued as fully paid and non-assessable; and
(c) 1,500,000 shares of preferred stock, par value $0.50, of which 10,899 shares were duly issued as fully paid and non-assessable).
7. No person, firm or corporation has any agreement or option or any right ...
Partnership’s Representations and Warranties. 5.1 The Partnership represents and warrants to the Selling Partner that it is authorized to execute and deliver this Agreement, and to perform its obligations hereunder, and that neither the execution nor the delivery of this Agreement nor its performance hereunder are restricted by or violate any contractual or other obligation of the Partnership.
5.2 Upon the closing of the transaction contemplated herein and the execution and delivery, respectively, by the Selling Partner and the Partnership, of the documents listed in subsections 3.2 and 3.3 hereof, the Partnership acknowledges that it will have no claims against the Selling Partner with respect to the Selling Partner having been a Partner of the Partnership or with respect to the Interest.
Partnership’s Representations and Warranties. As an inducement to the Investors to enter into this Agreement and to consummate the transactions contemplated hereby, the Partnership hereby represents and warrants to the Investors as follows:
Partnership’s Representations and Warranties. All of the Partnership’s representations and warranties in Section 4 of this Agreement shall be true and correct on and as of the Closing Date.
Partnership’s Representations and Warranties. The Partnership represents and warrants to Contributor the following, which representations and warranties shall be true as of the Effective Date and as of the Closing Date (or such other date as is specified below):
Partnership’s Representations and Warranties. The Partnership hereby represents and warrants to Operator as follows:
2.4.1 The Partnership is a general partnership duly organized, validly existing and in good standing under the laws of the State of Maine, with full partnership authority to perform this Agreement.
2.4.2 This Agreement has been duly authorized by all necessary partnership action on the part of the Partnership and, when executed and delivered by it and Operator, will be the binding agreement of the Partnership, enforceable against it in accordance with its terms, except as enforceability is limited by bankruptcy, insolvency or similar laws or by general equitable principles applied by a court having jurisdiction.
2.4.3 The execution, delivery and performance of this Agreement by the Partnership will not conflict with, or constitute a default under, the Partnership Agreement of the Partnership, or any material contract, indenture, agreement or other instrument to which the Partnership is a party or by which it or its properties is bound.
Partnership’s Representations and Warranties. To induce the Contributing Parties to enter into this Agreement, the Partnership makes the following representations and warranties, all of which the Partnership represents are true in all material respects as of the date hereof and shall be true in all material respects as of the Closing Date and shall be deemed to be made as of that date.
(a) The Partnership is and at the Closing shall be a limited partnership duly organized and validly existing and in good standing under the laws of the State of Delaware with full power and authority to own and purchase the Property and to take all actions required by this Agreement. The REIT is and at the Closing shall be (i) a corporation duly organized and wholly existing and in good standing under the laws of the State of Maryland and (ii) qualified as a real estate investment trust under Section 856 of the Code. The Partnership qualifies as a partnership for Federal income tax purposes.
(b) The execution, delivery and performance of this Agreement and consummation of the transaction hereby contemplated in accordance with the terms of this Agreement will not violate the Partnership Agreement or any material contract, agreement, commitment, order, judgment or decree to which Partnership is a party or by which it is bound, and the Partnership has obtained (or will, by the Closing, have obtained) all consents necessary (whether from a governmental authority or other third party) in order for it to consummate the transactions contemplated hereby.
(c) The party or parties executing this Agreement on behalf of the Partnership have been duly authorized and are empowered to bind the Partnership to this Agreement and to take all actions required by this Agreement.
(d) Upon execution, this Agreement shall be the binding obligation of the Partnership, enforceable against the Partnership in accordance with the terms hereof.
(e) No action, suit or proceeding is pending or, to the best of the Partnership's knowledge, threatened against the Partnership which would materially affect the Partnership's ability to fully perform its obligations pursuant to this Agreement.
(f) The Units to be issued to the Unit Holders or the Contributing Parties, as the case may be, are duly authorized and, when issued by the Partnership, will be fully paid and non-assessable, free and clear of any mortgage, pledge, lien, encumbrance, security interest, claim or rights of interest of any third party of any nature whatsoever. The shares of Common Stock ...
