REPRESENTATIONS AND WARRANTIES OF GOLDCORP. Goldcorp represents and warrants to Barrick as follows and acknowledges and confirms that Barrick is relying on such representations and warranties in connection with making the Bid and the sale by Barrick of the Transferred Assets:
REPRESENTATIONS AND WARRANTIES OF GOLDCORP. Defined Terms
REPRESENTATIONS AND WARRANTIES OF GOLDCORP. Goldcorp represents and warrants to the New Gold Entities as follows, and acknowledges that the New Gold Entities are relying thereon without independent inquiry in entering into this Agreement:
(a) Goldcorp is a corporation duly amalgamated and validly existing under the laws of the Province of Ontario;
(b) Goldcorp has full power and authority to enter into this Agreement and perform its obligations under this Agreement and any other instrument or agreement required or referred to hereunder;
(c) All acts and proceedings on the part of Goldcorp necessary for the authorization, execution, delivery and performance of this Agreement and any other instrument or agreement required or referred to hereunder have been duly taken;
(d) Each of this Agreement and any other instrument or agreement required or referred to hereunder has been or at the time of the completion of the Transactions will have been duly authorized, executed and delivered by Goldcorp and constitutes or will at the time of completion of the Transactions constitute a legal, valid and binding obligation of Goldcorp, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, arrangement and the laws generally affecting the enforceability of creditors’ rights (other than those pertaining to fraudulent assignments and preferences) and the availability, in the discretion of a court of competent jurisdiction, of equitable remedies;
(e) The execution, delivery and performance of this Agreement by Goldcorp and the consummation of the transactions contemplated hereby will not (i) violate any provision of its constating or governance documents; (ii) except as otherwise set forth in this Agreement, require it to obtain any consent, approval or action of, or make any filing with or give any notice to, any governmental authority having jurisdiction or any other person pursuant to any instrument, contract or other agreement to which it is a party or by which it is bound; (iii) conflict with, result in any material breach or violation of any of the terms and conditions of, or constitute (whether with notice or lapse of time or both) a default under, any instrument, contract or other agreement to which it is a party or by which it is bound; (iv) violate any order, judgment or decree against, or binding upon, it or upon its respective securities, properties or businesses; or (v) violate any law or regulation of its country of organization or any other country in which it maintains it...
REPRESENTATIONS AND WARRANTIES OF GOLDCORP. 9.1 Organization 22 9.2 No Violation 22 9.3 Enforceability 23 9.4 Availability of Financing 23
REPRESENTATIONS AND WARRANTIES OF GOLDCORP. Goldcorp hereby represents and warrants to Glamis, and hereby acknowledges that Glamis 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 GOLDCORP. Goldcorp hereby represents and warrants to Halo as follows and acknowledges that Halo is relying on such representations and warranties in entering into this Agreement:
(a) Goldcorp is the holder of record and is the beneficial holder of a 100% undivided interest in and to those unpatented mining claims forming part of the Unpatented Property, is the registered owner of record and is the beneficial holder of a 100% undivided interest in and to those leasehold mining claims forming part of the Unpatented Property and is the registered owner of record and is the beneficial holder of a 75% interest in and to the Seventy-Five % Claims, with good and marketable (to the extent permitted by applicable laws) title thereto, and is a registered owner and is a beneficial holder of an undivided 50% interest in and to the Patented Property, with good and marketable title thereto, all free and clear of any and all Encumbrances, other than Permitted Encumbrances.
(b) There are no other agreements, adverse interests or options to acquire or purchase the Unpatented Property, Goldcorp's 75% interest in and to the Seventy-Five % Claims or Goldcorp's 50% interest in and to the Patented Property, or any portion thereof. Save for the terms of the leasehold patents related to those leased mining claims forming part of the Unpatented Property and the Seventy-Five % Claims and save for the rights of the other 50% owner of the Patented Property in and to the Patented Property and the other 25% owner of the Seventy-Five % Claims in and to the Seventy-Five % Claims, no Person has any proprietary or possessory interest in or to the Property other than Goldcorp and, save for the terms of the leasehold patents related to those leased mining claims forming part of the Unpatented Property and the Seventy-Five % Claims and save for the rights of the other 50% owner of the Patented Property in and to the Patented property and the other 25% owner of the Seventy-Five % Claims in and to the Seventy-Five % Claims, no Person is entitled to any royalty or other payment in the nature of rent or royalty on any minerals, metals or concentrates or any other such products removed or produced from the Property.
(c) The title to the Unpatented Property (including all leases related thereto), the 75% interest of Goldcorp in and to the Seventy-Five % Claims (including Goldcorp's 75% interest in and to the leases related thereto) and the 50% interest of Goldcorp in and to the Patented Property, are in good...
REPRESENTATIONS AND WARRANTIES OF GOLDCORP. Goldcorp represents and warrants to and in favour of CSA as follows and acknowledges that CSA is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
(a) the authorized capital of Goldcorp consists of an unlimited number of Goldcorp Class A Subordinate Voting Shares, an unlimited number of Goldcorp Class B Shares and an unlimited number of preferred shares;
(b) the only outstanding shares in the capital of CSA are 73,518,273 Goldcorp Class A Subordinate Voting Shares and 5,332,654 Goldcorp Class B Shares, and all of the outstanding Goldcorp Shares have been duly and validly issued and are outstanding as fully paid and non-assessable shares; and
(c) except in connection with the Goldcorp Warrants and with respect to holders of options to purchase in the aggregate 4,282,733 Goldcorp Class A Subordinate Voting Shares pursuant to the Goldcorp Stock Option Plan and as otherwise contemplated by the Plan of Arrangement, no person has any agreement, option, warrant, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription, allotment or issuance of any unissued Goldcorp Shares or any other securities of Goldcorp.
REPRESENTATIONS AND WARRANTIES OF GOLDCORP. Goldcorp hereby represents and warrants to Gold Eagle, and hereby acknowledges that Gold Eagle 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 GOLDCORP. Goldcorp hereby represents and warrants to each Shareholder as follows, and acknowledges that each Shareholder is relying upon such representations, warranties and covenants in entering into this Agreement
(a) it has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;
(b) the execution and delivery of this Agreement by Goldcorp and the consummation by Goldcorp of the transactions contemplated hereunder have been duly authorized by the board of directors or similar authority of Goldcorp and no other internal proceedings on the part of Goldcorp are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by Goldcorp and constitutes a legal, valid and binding agreement enforceable by the Shareholder against Goldcorp in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought; and
(c) no consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by Goldcorp in connection with the execution and delivery of this Agreement by Goldcorp, except as provided in the Business Combination Agreement.
REPRESENTATIONS AND WARRANTIES OF GOLDCORP. Goldcorp hereby represents and warrants to Northgate (and acknowledges that Northgate is relying upon such representations and warranties) that:
(a) the Common Shares set forth opposite its name on Schedule B to this Agreement include all securities of Primero held of record or beneficially owned directly or indirectly by Goldcorp (the “Securities”);
(b) any Common Shares as to which legal or beneficial ownership or the right to vote or the right of disposition is acquired by Goldcorp after the date hereof, including any Common Shares issued in satisfaction of the Convertible Note, shall be considered to be “Securities” hereunder and shall be subject in all respects to this Agreement;
(c) Goldcorp has the voting and dispositive power, and the power to agree to the matters set forth herein with respect to the Securities, and will continue to have the power to vote and dispose of the Securities at the time of any vote contemplated by this Agreement and at the time that Northgate acquires the Securities pursuant to the Plan of Arrangement;
(d) other than the Securities, no Common Shares or other securities of Primero which by their terms are exercisable for or convertible into or exchangeable for Common Shares, are beneficially owned or controlled, directly or indirectly, by Goldcorp; Goldcorp has, and will have on the Effective Date, power and authority to deliver good title to the Securities, free and clear of any Liens;
(e) this Agreement has been duly executed and delivered by Goldcorp, and, assuming the due authorization, execution and delivery by Northgate, this Agreement constitutes a legal, valid and binding obligation of Goldcorp, enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity;
(f) Goldcorp is validly subsisting under the laws of the jurisdiction governing its incorporation or formation and has all necessary corporate or other power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
(g) neither the execution and delivery of this Agreement by Goldcorp, the consummation by Goldcorp of the transactions contemplated hereby nor the compliance by Goldcorp with any of the provisions hereof will:
(i) result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or give rise to any third party righ...
