Common use of Representations and Warranties of Both Participants Clause in Contracts

Representations and Warranties of Both Participants. As of the Effective Date, each Participant warrants and represents to the other, and CB warrants and represents on behalf of Kazco to SVB that: (a) it is a corporation duly organized and in good standing in its jurisdiction of incorporation and is qualified to do business and is in good standing in those jurisdictions where necessary in order to carry out the purposes of this Agreement; (b) it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all other actions required to authorize it to enter into and perform this Agreement have been properly taken; (c) no consent or approval of any third party or governmental agency is required for the execution, delivery or performance of this Agreement or the transfer or acquisition of any interest in the Assets or, if such consent or approval is required, such consent or approval has been obtained by the party required to obtain it and evidence thereof delivered to the other party hereto; (d) it will not breach any other agreement or arrangement by entering into or performing this Agreement; (e) it is not subject to any governmental order, judgment, decree, sanction or Laws that would preclude the granting of the Licenses, or the permitting or implementation of Operations under this Agreement; (f) this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms; (g) in the case of CB, the Properties are available for application of the Licenses and are free and clear of all liens, charges, encumbrances, security interests and adverse claims; and (h) in the case of CB, Kazco was formed on July 1, 2020; all of the equity interests in Kazco are owned by Xx. Xxxx Xxxx; since its formation Kazco has not conducted any business and it has no assets or liabilities other than those related to incorporation of Kazco.

Representations and Warranties of Both Participants. As of the Effective Date, each Participant represents and warrants and represents to the other, and CB warrants and represents on behalf of Kazco to SVB other that: (a) it is a corporation an entity duly organized and in good standing in under the laws of its jurisdiction state of incorporation or formation and is qualified to do business and is in good standing in those the State of Montana, and in all other jurisdictions where necessary in order to carry out the purposes of this Agreement; (b) it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate, board of directors, shareholder, member, manager, surface and mineral rights owner, lessor, lessee and other actions required to authorize it to enter into and perform this Agreement have been properly taken; (c) no consent or approval of any third party or governmental agency is required for the execution, delivery or performance of this Agreement or the transfer or acquisition of any interest in the Assets or, if such consent or approval is required, such consent or approval has been obtained by the party required to obtain it and evidence thereof delivered to the other party hereto; (d) it will not breach any other agreement or arrangement to which it or any of its Affiliates is a party by entering into or performing this Agreement; (ed) it is not subject to any governmental order, judgment, decree, debarment, sanction or Laws that would preclude the granting its execution and delivery of the Licensesand performance under this Agreement, or the permitting or implementation of Operations under this Agreement; (e) it has obtained all consents, approvals, authorizations, declarations, or filings required by any federal, state, local, or other authority, stock exchange or any other third party, in connection with the valid execution, delivery, and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby; (f) this Agreement has been duly executed and delivered by it and is valid and binding upon it and enforceable against it in accordance with its terms;; provided, however, that no representation or warranty is made as to (i) the remedy of specific performance or other equitable remedies for the enforcement of this Agreement or any other agreement contemplated hereby or (ii) rights to indemnity under this Agreement for securities law liability, and provided further that this representation is limited by applicable bankruptcy, insolvency, moratorium, and other similar laws affecting generally the rights and remedies of creditors and secured parties; and (g) All negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by it in such manner as not to give rise to any valid claim against the case of CBother Participant for a brokerage commission, the Properties are available for application finder’s fee, or other fee or commission arising by reason of the Licenses transactions contemplated by this Agreement. TABLE OF CONTENTS (continued) Page The representations and are free warranties set forth in Sections 3.1 and clear 3.2 shall survive the execution and delivery of all liens, charges, encumbrances, security interests and adverse claims; and (h) in any documents of Transfer provided under this Agreement. For a representation or warranty made to a Participant’s “knowledge,” the case of CB, Kazco was formed term “knowledge” shall mean actual knowledge on July 1, 2020; all the part of the equity interests in Kazco are owned by Xx. Xxxx Xxxx; since its formation Kazco has not conducted any business and it has no assets or liabilities other than those related to incorporation officers of Kazcothe representing Participant.

Representations and Warranties of Both Participants. As of the Effective Date, each Participant warrants and represents to the other, and CB warrants and represents on behalf of Kazco to SVB other that: (a) it is a corporation an entity duly organized or formed and in good standing in its jurisdiction state of incorporation organization or formation, as applicable, and is qualified to do business and is in good standing in those jurisdictions states where necessary in order to carry out the purposes of this Agreement; (b) it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate, board of directors, shareholder, partnership and other actions actions, as applicable, required to authorize it to enter into and perform this Agreement have been properly taken; (c) no consent or approval of any third party or governmental agency is required for the execution, delivery or performance of this Agreement or the transfer or acquisition of any interest in the Assets or, if such consent or approval is required, such consent or approval has been obtained by the party required to obtain it and evidence thereof delivered to the other party hereto; (d) it will not breach any other agreement or arrangement in a manner that would impair its ability to conduct Operations on the Properties by entering into or performing this Agreement; (ed) it is not subject to any governmental order, judgment, decree, debarment, sanction or Laws that would preclude the granting of the Licenses, or the permitting or implementation conduct of Operations under this Agreement; (e) it has obtained all consents, approvals, authorizations, declarations, or filings required by any federal, state, local, or other authority, stock exchange or any other third party, in connection with the valid execution, delivery, and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby; and (f) this Agreement has been duly executed and delivered by it and is valid and binding upon and enforceable against it in accordance with its terms; ; provided, however, that no representation or warranty is made as to (gi) in the case remedy of CBspecific performance or other equitable remedies for the enforcement of this Agreement or any other agreement contemplated hereby or (ii) rights to indemnity under this Agreement for securities law liability, and provided further that this representation is limited by applicable bankruptcy, insolvency, moratorium, and other similar laws affecting generally the Properties are available for application rights and remedies of the Licenses creditors and are free and clear of all liens, charges, encumbrances, security interests and adverse claims; and (h) in the case of CB, Kazco was formed on July 1, 2020; all of the equity interests in Kazco are owned by Xx. Xxxx Xxxx; since its formation Kazco has not conducted any business and it has no assets or liabilities other than those related to incorporation of Kazcosecured parties.