REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. The Optionor hereby represents and warrants to the Optionee that:
(a) the Optionor is the legal and beneficial owner of the Property;
(b) the Property consists of those mineral claims more particularly described in Schedule "A" attached hereto, and that such claims were located and recorded in accordance with the applicable laws of Ontario and are valid and subsisting as of the date of execution and delivery of this Agreement;
(c) the Property is in good standing, free and clear of all liens, charges and encumbrances;
(d) there are no pending or threatened actions, suits, claims or proceedings regarding the Property; and
(e) the Optionor has the exclusive right and authority to enter into this Agreement and to dispose of the Property in accordance with the terms hereof, and that no other person, firm or corporation has any proprietary or other interest in the same. The representations and warranties of the Optionor herein before set out, form a part of this Agreement and are conditions upon which the Optionee has relied on in entering into this Agreement and shall survive the exercise of the Option by the Optionee. The Optionor shall indemnify and save the Optionee 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 contained in this Agreement. The Optionor acknowledges and agrees that the Optionee has 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 or which may hereafter become known to the Optionee or its officers, directors or professional advisors shall limit or extinguish the right to indemnity hereunder.
REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 2.01 The Optionor represents and warrants to the Optionee that:
(a) it has been duly incorporated under the laws of the Province of Manitoba, validly exists as a corporation in good standing under the laws of the Province of Manitoba and is legally entitled to hold its interest in the Property and will remain so entitled until the Optioned Interest in the Property as set out herein has been duly transferred to the Optionee as contemplated herein;
(b) it is, and at the time of any transfer to the Optionee of any of the Optioned Interest in the Property it will be, the beneficial owner of a one hundred percent (100%) of the Optioned Interest, free and clear of all liens, charges, royalties and claims of others, and no taxes or rentals are due in respect thereof,
(c) at the time of any transfer to the Optionee the Optioned Interest will be free and clear of all liens, charges, royalties and claims of others, without taxes or rentals due or payable in respect thereof, save and except for the NSR herein contemplated;
(d) to the best of its knowledge, after due inquiry, the mineral claims comprising the Property are contiguous and have been duly and validly located pursuant to the laws of the Manitoba and are in good standing in the office of the Mining Recorder on the date hereof to and including the anniversary of their recording date in 2030;
(e) there is no adverse claim or challenge against or to the ownership of or title to the Optioned Interest or the Property, nor to its knowledge, after due inquiry, is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Optioned Interest or the Property or any portion thereof;
(f) to the best of its knowledge, after due inquiry, the Property and the activities and operations that have been carried out to date thereon have been in compliance, in all material respects, with all Applicable Laws and directives of all Governmental Authorities and it has not received notice of non-compliance from any such Government Authorities;
(g) to the best of its knowledge, all the lands covered by the Property are free and clear of any Hazardous Substance and there is no judicial or administrative proceeding pending and no Environmental Order has been issued or, to the best of its knowledge, after due inquiry, threatened, concerning the possible violation of any Environmental Laws or Environmental Orders in respect of the Property;
(h) to the best of its knowledge, after due inquiry, a...
REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. The Optionor hereby represents and warrants to the Optionee that:
REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 6.1 The Optionor hereby represents and warrants to the Optionee that:
(a) the Optionor has the full right title and interest in and to the Properties free and clear of all liens charges and encumbrances and interests of other parties;
(b) all assessment work required to be filed against and all taxes required to be paid to the date of this Option Agreement in respect of the Properties have been filed and paid;
(c) there is no litigation or administrative or governmental proceedings or enquiries pending or to the knowledge of the Optionor, threatened, relating to the Optionor, the Optionor’s business or the Properties, nor does the Optionor know of or have any reasonable grounds for believing that there is any basis for any such actions, proceedings or enquiries;
(d) no proceedings are pending for and the Optionor is unaware of any basis for the institution of any proceedings which could lead to the placing of the Optionor in bankruptcy or subject the Optionor to any other laws governing the affairs of insolvent persons and;
(e) The entry into this Option Agreement by the Optionor will not cause or constitute a breach of any other agreement to which the Optionor is a party or may be bound, and will not constitute a violation of any order, rule or regulation which has or may have an effect on the Optionor.
6.2 The representations and warranties hereinbefore set out are conditions upon which the Optionee has relied in entering into this Option Agreement and shall survive the exercise of the Option and the Optionor will indemnify and save the Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty made by it and contained in this Option Agreement.
REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. The Optionor hereby represents and warrants as follows in favour of the Optionee and hereby acknowledges and confirms that the Optionee is relying upon such representations and warranties in connection with the Exchange Option:
(a) the Optionor is not insolvent, has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt, taken any proceeding to have a receiver appointed over any part of its assets, had any encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its property;
REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. The Optionor acknowledges and represents and warrants to the Optionee that the statements contained in this Section 4 are true and correct as of the date hereof, and as of the Closing.
REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. The Optionor hereby represents and warrants to and in favour of the Optionee that as of the date hereof and at the Effective Date:
REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. The Optionor represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 5 7.0 REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE.........................5 8.0 COVENANTS OF THE OPTIONEE..............................................6 9.0
REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR. 10.1 The Optionor represents and warrants to the Optionee that to the best of the knowledge of the Optionor, and after having made due inquiry:
(a) the Optionor is the beneficial owner of a 100% interest in the Property, and as such has the valid and enforceable right to cause legal title to the mineral claims which comprise the Property to be transferred to the Optionee, or its subsidiary;
(b) all documents necessary to register or record legal title to the mineral claims which comprise the Property have been duly filed in the appropriate legal jurisdiction and have been recorded in the appropriate mineral title office for the area in which the Property is located, and the Property fees have been paid and are up to date in accordance with the requirements of Yukon law;
(c) the mineral claims which comprise the Property are valid and subsisting claims, and are in good standing under the laws of the Yukon Territory;
(d) the mineral claims which comprise the Property have not been encumbered in any way;
(e) the Optionor has authority to dispose of his interest in the Property in accordance with the terms hereof;
(f) the Optionor, to the best of his knowledge, has not superimposed the mineral claims which comprise the Property over any valid pre-existing mineral claims; and
(g) this Agreement has been duly executed and delivered by the Optionor and constitutes a valid and binding agreement of the Optionor enforceable against the Optionor in accordance with its terms.
