REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER. 2.1 The Vendor represents and warrants to the Purchaser that:
(a) the Vendor is the beneficial owner of it’s interest in the Property and the Vendor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement;
(b) the Property is free and clear of, and from, all liens, charges and encumbrances with all assessment work therein having been, or to be, duly completed until the last set of claims are acquired by the Purchaser;
(c) the Vendor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property;
(d) the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of the Province of Quebec and all mining claims comprising the Property are in good standing;
(e) to the best of the Vendor's knowledge, there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received any notice of the same and is not aware of any basis on which any such orders or direction could be made;
(f) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the Vendor’s knowledge there is no basis for such adverse claim or challenge which may affect the Property; and
(g) the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the Property or assets of the Vendor, under its constating documents, any contract, agreement, indenture or other instrument to which the Vendor is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority.
2.2 The representations and warranties contained in paragraph 2.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more representations or warranties may be waived by the Purchaser in whole or in part at any time without pre...
REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER. 4.1 Representations and Warranties of the Vendor
(a) The Vendor hereby makes the representations and warranties set forth in Schedule 4.1 to the Purchaser.
(b) Hunting and the Vendor make no representations or warranties except for the representations and warranties of the Vendor set forth in Schedule 4.1 and this Agreement contains all of the representations, warranties, covenants and agreements of Hunting and/or the Vendor, as the case may be, relating to the Purchase including, without limitation, with respect to the Corporate Group, the Assets and the Businesses. Except for such representations, warranties, covenants and agreements made by the Vendor, the Vendor, shall not be liable (whether in contract, in tort or otherwise howsoever) for any covenant, representation, warranty, opinion, advice or statement that may have been made in the Data Room or any document or instrument relative hereto, or otherwise communicated to the Purchaser or its Related Parties in any manner including, without limitation, any information or opinion that may have been provided to the Purchaser or its Related Parties by Hunting, the Vendor, the Corporate Group and their respective Representatives or otherwise except to the extent that: (i) the same are repeated in this Agreement, or (ii) this Agreement expressly provides otherwise.
(c) The Purchaser confirms that it has only relied on the covenants, representations and warranties contained in this Agreement, including Schedule 4.1, and not on any covenants, representations or warranties outside this Agreement. The Purchaser acknowledges and confirms that it has performed its own due diligence and, except for reliance on the representations and warranties contained in Schedule 4.1, has relied and will continue to rely upon its own analysis and other evaluations and projections as the same relate to the Corporate Group, the Assets and the Businesses.
(d) The Purchaser further confirms that, notwithstanding any provision of this Agreement, including without limitation Sections 12.1 and 13.3 and any provision of Schedule 4.1, the liability of the Vendor under the representations and warranties contained in Schedule 4.1 and under any covenants made by Hunting or the Vendor in this Agreement shall not apply to the extent that:
(i) the subject of a Claim or Loss under the Vendor’s representations and warranties and/or covenants of the Vendor herein is properly and adequately reserved or accounted for in any of the Final Statements...
REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER. 2.1 The Vendor represents and warrants to the Purchaser that:
(a) the Vendor is the beneficial owner of it’s interest in the Property and the Vendor has the full right, power, capacity and authority to enter into, execute and deliver this Agreement;
(b) the Property is free and clear of, and from, all liens, charges and encumbrances, save and except for an immovable hypothec (the “Immovable Hypothec”) dated December 12, 2011 and published under number SIXTEEN THOUSAND THREE HUNDRED SEVENTEEN (16 317) of the minutes of Me Xxxxxx Xxxxxxxx, notary in Montreal, Québec, whereas Spiegel Xxxxxx inc. is the creditor of Excel Gold Mining Inc. in the amount TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ( $ 225,000). The rights attached to such Immovable Hypothec was duly transferred by way of an Assignment of a Deed of Hypothec to the Company on November 14th , 2013, enabling the Company to claim the right of being a hypothecary creditor by way of subrogation, the whole as provided for in articles 1651-1659 of the Civil Code;
(c) the Vendor holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership and operation of its business and the ownership of the Property;
(d) the Property has been properly staked, located and recorded pursuant to the applicable laws and regulations of the Province of Quebec and all mining claims comprising the Property are in good standing;
(e) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the best of the Vendor’s knowledge there is no basis for such adverse claim or challenge which may affect the Property; and
(f) Save and except for the Notice that was filed, the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the Property or assets of the Vendor, under its constating documents, any contract, agreement, indenture or other instrument to which the Vendor is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority.
2.2 The representations and warranties contained in paragr...
REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PURCHASER. The Vendor hereby represents and warrants to the Purchaser that it has full power and authority to enter into and perform this Agreement and each and every obligation of the Vendor hereunder is a valid and binding obligation on the Vendor in accordance with the terms of this Agreement.
