Common use of REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 The Optionee represents and warrants to the Optionor that: (a) it has been duly incorporated under the laws of the Province of British Columbia, validly exists as a corporation in good standing under the laws of the Province of British Columbia and is registered as an extra provincial corporation in the Province of Manitoba; (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; and (c) no proceedings are pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons. 3.02 The Optionee acknowledges that the representations and warranties set forth in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof are provided for the exclusive benefit of the Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 5.1 The Optionee represents and warrants to the Optionor that: (a) it has been duly incorporated under the laws of the Province of British Columbiaincorporated, amalgamated or continued and validly exists as a corporation in good standing under the laws of the Province its jurisdiction of British Columbia and is registered as an extra provincial corporation in the Province of Manitobaincorporation, amalgamation or continuation; (b) it is lawfully authorized to hold mineral claims and real property under the law of the jurisdiction in which the Property is situate; (c) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its of the Articles or constating the constituting documents of the Optionee or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it the Optionee is a party or by which it is bound or to which it or the Property may be subject; and; (cd) no proceedings are pending for, and it the Optionee is not aware unaware of any basis for the institution of any proceedings leading to, its the dissolution or winding-winding up of the Optionee or the placing of it the Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent persons.corporations; 3.02 5.2 The Optionee acknowledges that the representations and warranties set forth contained in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof section 5 are provided for the exclusive benefit of the Optionor, Optionor and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or representations warranty; and the representations and warranties contained in this section shall survive the execution hereof.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 3.01. The Optionee represents and warrants to the Optionor that: (a) it has been duly incorporated under the laws of the Province of British Columbia, validly exists as a corporation in good standing under the laws of the Province of British Columbia and is registered as an extra provincial corporation in the Province of Manitoba; (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating constraining documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; and (c) no proceedings are pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons. 3.02 3.02. The Optionee acknowledges that the representations and warranties set forth in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 3.03. The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof are provided for the exclusive benefit of the Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 3.1 The Optionee represents and warrants to the Optionor that: (a) it has been duly incorporated under the laws of the Province of British Columbia, and validly exists as a corporation in good standing under the laws of the Province of British Columbia and is registered as an extra provincial corporation in the Province of Manitoba;lawfully qualified to do business. (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its the Articles or the constating documents of the Optionee or any shareholders’ ' or directors’ ' resolution, indenture, agreement or other instrument whatsoever to which it the Optionee is a party or by which it is bound or to which it may be subject; and (c) no proceedings are pending forit has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and it is not aware binding obligation of any basis for the institution of any proceedings leading toOptionee, its dissolution or winding-up or the placing of enforceable against it in bankruptcy or subject to any laws governing accordance with the affairs of insolvent personsAgreement's terms. 3.02 3.2 The Optionee acknowledges that the representations and warranties set forth contained in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof Section 3.1 are provided for the exclusive benefit of the Optionor, Optionor and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its it rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 3.1 will survive the execution hereof.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 3.1 The Optionee represents and warrants to the Optionor that: (a) it has been duly incorporated under the laws of the Province of British Columbia, and validly exists as a corporation in good standing under the laws of the Province of British Columbia and is registered as an extra provincial corporation in the Province of Manitoba;lawfully qualified to do business. (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its the Articles or the constating documents of the Optionee or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it the Optionee is a party or by which it is bound or to which it may be subject; and (c) no proceedings are pending forit has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and it is not aware binding obligation of any basis for the institution of any proceedings leading toOptionee, its dissolution or winding-up or the placing of enforceable against it in bankruptcy or subject to any laws governing accordance with the affairs of insolvent personsAgreement's terms. 3.02 3.2 The Optionee acknowledges that the representations and warranties set forth contained in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof Section 3.1 are provided for the exclusive benefit of the Optionor, Optionor and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its it rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 3.1 will survive the execution hereof.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 The 5.01 In order to induce the Optionor to enter into and to complete the transactions contemplated by this Agreement, the Optionee represents and warrants to the Optionor that, on the date hereof and on the date of the issuance of any shares of the Optionee pursuant hereto: (a) it has been and will continue to be duly incorporated under the laws of the Province of British Columbia, and validly exists as a corporation in good standing under the laws of the Province state of British Columbia Nevada and is registered as an extra provincial corporation in has and will have full capacity to enter into this Agreement and carry out the Province of Manitobatransactions contemplated hereby; (b) it the Optionee has duly obtained all full corporate authorizations for power and authority to enter into this Agreement and the entering into of this Agreement does not conflict with any applicable laws or with the charter documents of the Optionee or any contract or other commitment to which the Optionee is a party; (c) the execution of this Agreement and for the performance of this Agreement its terms have been duly authorised by it, and the consummation all necessary corporate actions including resolutions of the transaction herein contemplated will not conflict board of directors of the Optionee, and 5.02 The Optionee shall indemnify and save the Optionor harmless from all loss, damage, costs, actions and suits arising out of or in connection with or result in any breach of any covenants or agreements contained inrepresentation, or constitute a default underwarranty, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenturecovenant, agreement or other instrument whatsoever to which condition made by it is a party or by which it is bound or to which it may be subject; and (c) no proceedings are pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it contained in bankruptcy or subject to any laws governing the affairs of insolvent personsthis Agreement. 3.02 5.03 The Optionee acknowledges that the representations and warranties set forth contained in this paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof are provided for the exclusive benefit of the Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty. 5.04 The representations and warranties contained in this paragraph shall survive the execution hereof.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 The 5.01 As of the date of this Agreement, and at the Closing, the Optionee represents and warrants to the Optionor Optionors that: (a) it has been duly incorporated under the laws of the Province of British Columbia, and validly exists as a corporation in good standing under the laws of the Province of British Columbia Columbia, and in each jurisdiction in which it carries on business or holds assets, and is registered as an extra provincial corporation up-to-date in the Province of Manitobaits corporate filings with all applicable regulatory authorities; (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its the Articles or the constating documents of the Optionee or any shareholders’ shareholders or directors’ directors resolution, indenture, agreement or other instrument whatsoever to which it the Optionee is a party or by which it is bound or to which it may be subject; andbound; (c) no proceedings are pending for, and it the Optionee is not aware unaware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any other laws governing the affairs of insolvent personscompanies; (d) it has power and authority to carry on its business; (e) neither the execution and delivery of this Agreement, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party; (f) it will diligently and in good faith perform its duties and obligations under this Agreement; (g) the execution and delivery of this Agreement contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents; (h) the Optionee acknowledges having been provided by the Optionors and Xxxxxxx with a written description and divulgation of all past environmental issues associated with the Property, and being given free and unrestricted access to the counsel of Xxxxxxx to obtain all explanations that the Optionee saw fit in relation to said issues and any possible proceedings resulting therefrom, including but not limited to a proposed ordinance from the Minister of Natural Resources, Quebec (May 25, 2005) concerning the possible presence of tailings on the surface of the Property which has been provided to the Optionee; (i) there are no adverse claims or litigation in existence or pending against the Optionee that might adversely affect the Property. 3.02 5.02 The Optionee acknowledges that the representations and warranties set forth contained in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof 5.01 are provided for the exclusive benefit of the OptionorOptionors, and a breach of any one or more thereof may be waived by the Optionor Optionors in whole or in part at any time anytime without prejudice to its their rights in respect of any other breach of the same or any other representation or warranty and the representations and warranties contained in paragraph 5.01 shall survive the execution of this Agreement. 5.03 The Optionee will indemnify and save the Optionors harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Optionee, and the Optionee acknowledges that the Optionors have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known to the Optionors directly or through professional advisors, shall limit or extinguish the right to indemnity hereunder.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 3.1. The Optionee represents and warrants to the Optionor that: (a) it has been duly incorporated under the laws of the Province of British Columbia, validly exists as a corporation company in good standing under the laws of the Province of British Columbia and is registered in the process of updating its registration as an extra provincial corporation in the Province of Manitoba; (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; and (c) no proceedings are pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons. 3.02 3.2. The Optionee acknowledges that the representations and warranties set forth in paragraph 3.01 3.1 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 3.3. The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 3.1 hereof are provided for the exclusive benefit of the Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 5.1 The Optionee represents and warrants to the Optionor, with the intent that the Optionor shall rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, that: (a) it has been is duly incorporated under the laws of the Province of British Columbiaincorporated, validly exists as a corporation exists, is in good standing with respect to the filing of annual returns under the laws General Corporate law of the Province State of British Columbia Delaware, has the necessary corporate power, authority and capacity to own its property and assets and to carry on its business as presently conducted and is registered as an extra provincial corporation duly licensed to carry on business in the Province of Manitobaall jurisdictions in which it presently carries on business; (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, of its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which bound; (c) this Agreement has been duly executed and delivered by it may be subjectand constitutes a valid, binding and enforceable agreement against it; and (cd) no proceedings are pending for, and it is not aware unaware of any basis for the institution of any proceedings leading to, its the dissolution or winding-winding up of it or the placing of it in bankruptcy or subject to any other laws governing the affairs of insolvent personscorporations. 3.02 5.2 The Optionee acknowledges that the representations and warranties set forth contained in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof section 5.1 are provided for the exclusive benefit of the Optionor, Optonor and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in section 5.1 shall survive the execution hereof and shall continue in full force and effect for the benefit of the Optionor thereafter, notwithstanding any independent inquiry or investigation by it. 5.3 The Optionee covenants and agrees to indemnify and hold harmless the Optionor from and against any loss, claims, damages, liability, expenses and costs, including any payment made in good faith in settlement of any claim or potential claim, arising from any of the representations and warranties set forth in section 5.1 being incorrect or breached.