Common use of REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR AND THE CONCESSIONAIRE Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR AND THE CONCESSIONAIRE. 2.1 The Assignor and the Concessionaire individually and collectively represent and warrant to the Assignee that (a) the Concessionaire is the sole legal and beneficial recorded owner of the Mining Concession and will remain so entitled in accordance with this Agreement so as to allow the Assignee to exercise the Option in accordance with the San Francisco Option Agreement, (b) the Mining Concession is, as of the date hereof and will remain during the term of this Agreement, (a) free and clear of all liens, charges (with the exception of the Royalty of the Concessionaire), encumbrance and adverse claims of others or challenge against or to their ownership or title, (b) in full compliance with all obligations imposed under the Act and (c) free and clear of any agreement or option, or any right or privilege capable of becoming an agreement or option for the purchase or acquisition of any of the rights attached thereto, (c) the Concessionaire possesses the legal capacity required under Mexican law to consent to the Assignment and to grant the Option to the Assignee, (d) the Mining Concession has been duly and validly located and is accurately described in the definition of “Mining Concession”, (e) the San Francisco Option Agreement is, as of the date hereof: (i) in full force and effect, binding upon the parties thereto and enforceable upon its terms, (ii) in good standing in respect to the payment of the obligations therein set out, (iii) free and clear of any claim, challenge, suit or procedure instituted against or in respect of any of the rights and obligations therein contained, nor to their knowledge there is any basis therefore.

REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR AND THE CONCESSIONAIRE. 2.1 The Assignor and the Concessionaire individually and collectively represent and warrant to the Assignee that (a) the Concessionaire is the sole legal and beneficial recorded owner of the Mining Concession Concessions and will remain so entitled in accordance with this Agreement so as to allow the Assignee to exercise the Option in accordance with the San Francisco Antonio Option Agreement, (b) the Mining Concession Concessions is, as of the date hereof and will remain during the term of this Agreement, (a) free and clear of all liens, charges (with the exception of the Royalty of the Concessionaire), encumbrance and adverse claims of others or challenge against or to their ownership or title, (b) in full compliance with all obligations imposed under the Act and (c) free and clear of any agreement or option, or any right or privilege capable of becoming an agreement or option for the purchase or acquisition of any of the rights attached thereto, (c) the Concessionaire possesses the legal capacity required under Mexican law to consent to the Assignment and to grant the Option to the Assignee, (d) the Mining Concession Concessions has been duly and validly located and is accurately described in the definition of “Mining ConcessionConcessions”, (e) the San Francisco Antonio Option Agreement is, as of the date hereof: (i) in full force and effect, binding upon the parties thereto and enforceable upon its terms, (ii) in good standing in respect to the payment of the obligations therein set out, (iii) free and clear of any claim, challenge, suit or procedure instituted against or in respect of any of the rights and obligations therein contained, nor to their knowledge there is any basis therefore.