Representations and Warranties of Argonaut Sample Clauses

Representations and Warranties of Argonaut. Argonaut hereby represents and warrants to Alio as set forth in this Section 4.01, and hereby acknowledges that Xxxx is relying upon such representations and warranties in connection with entering into this Arrangement Agreement and agreeing to complete the Arrangement.

Representations and Warranties of Argonaut. Except as disclosed in the Argonaut Disclosure Letter or except as expressly permitted by this Agreement or contemplated by the Plan of Arrangement, Argonaut hereby represents and warrants to Alamos, and hereby acknowledges that Alamos is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement, as follows:

Representations and Warranties of Argonaut. In connection with the subscription for the Subscription Shares under this Section 4.10, Argonaut represents and warrants to Alamos on the date hereof and on the Subscription Closing Date, and acknowledges that Alamos is relying upon such representations and warranties that: (i) the representations and warranties of Argonaut in Section 3.2 of this Agreement are true and correct; (ii) the Subscription Shares subscribed for herein will be duly and validly issued and outstanding common shares in the capital of Argonaut registered in the name of Alamos (or as it may direct in writing) on the Subscription Closing Date, and upon receipt of the aggregate Subscription Price by Argonaut, such Subscription Shares will be fully paid and non-assessable; (iii) the issue of the Subscription Shares by Argonaut hereunder does not and will not (i) contravene, conflict with or result in a violation of Argonaut’s articles or by-laws or the terms of any agreement or instrument to which Argonaut or any of the Argonaut Subsidiaries is a party or under any applicable Law, (ii) require, subject to the exercise of discretion by the TSX or any other Governmental Entity, the approval of the Argonaut Shareholders; (iv) none of Argonaut, its affiliates (as defined under the 1933 Act) or any person acting on its or their behalf has engaged, or will engage, in any “directed selling efforts” (as such term is defined in Regulation S under the 1933 Act) in connection with the offer and sale of the Subscription Shares; and (v) Argonaut, its affiliates and any person acting on its or their behalf have complied and will comply (as defined under the 1933 Act), with the requirements for an “offshore transaction” (as such term is defined in Regulation S under the 1933 Act) in connection with the offer and sale of the Subscription Shares. The representations and warranties of Argonaut under this Section 4.10 shall survive the Subscription Closing Date and the termination of this Agreement.

Representations and Warranties of Argonaut. 2.1 Argonaut represents and warrants to GF that: (a) it validly exists as a corporation in good standing under the laws of Ontario; (b) it has duly obtained all corporate authorizations for execution of this Agreement and for the performance of its obligations under this Agreement; (c) as at the date hereof, it is, indirectly through its wholly-owned subsidiary Prodigy Gold Inc., the legal and registered owner of an undivided 100% right, title and interest in and to the Property, free and clear of all liens, charges, encumbrances and adverse claims whatsoever, save and except for the 3rd Party Royalty; (d) the mining claims forming part of the Property have been legally and validly staked and recorded pursuant to all applicable laws, and are in good standing under all applicable laws until the dates recorded in Schedule “A”; (e) all fees, taxes, assessments, renewal fees and other governmental charges applicable to, or imposed on, the Property, which were due to be paid on or before the Effective Date, have been paid in full; (f) to its knowledge, there are no obligations or commitments for reclamation, closure or other environmental corrective, clean-up or remediation action directly or indirectly relating to the Property; (g) to its knowledge, there is no adverse claim or challenge against or to the ownership of or title to the Property, including without limitation native land claims, nor to its knowledge is there any basis therefore; (h) there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and no person has any royalty, net profits or other interest whatsoever, absolute or contingent, on the Property, except for the 3rd Party Royalties; (i) it has good and sufficient right and authority to grant the Option to GF, and to sell, transfer and assign up to a 90% undivided interest in and to the Property to GF on and subject to the terms of this Agreement; (j) the consummation of the transaction contemplated by this Agreement will not conflict with or result in any breach of any of its constating documents or any indenture, agreement or other instrument whatsoever to which it is a Party or by which it is bound or to which it’s interest in the Property may be subject; and (k) it is not aware of any facts relating to the Property which, if known to GF, could reasonably be expected to cause GF to decide not to enter into this Agreement or not to proceed to exercise the Option. 2.2 The representations and war...