Common use of Representations and Warranties of the Vendor Clause in Contracts

Representations and Warranties of the Vendor. The Vendor represents and warrants the purchaser that: it is legally entitled to hold the property and the Property Rights. It is, and at the time of each transfer to the Purchaser of mineral claims comprised in the Property it will be, the recorded holder and beneficial owner of all of the mineral claims comprising the Property free and clear of all liens, charges and claims of other, except as noted on Schedule "A", and no taxes or rentals are due in respect of any thereof; The mineral claims comprised in the Property have been duly and validly located and recorded pursuant to the laws of the jurisdiction in which the property is situate and, except as specified in Schedule "A" and accepted by the Purchaser, are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof. There is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims comprising the Property, nor to the knowledge of the Vendor, is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and no person other than the Vendor, pursuant to provisions hereof, has any royalty or other interest whatsoever in production from any of the mineral claims comprising the Property other than as set out in Schedule "A" The representations and warranties contained in this Section are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser 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 representations or warranty, and the representations and warranties contained in this section shall survive the execution hereof.

Representations and Warranties of the Vendor. 1.1 The Vendor hereby represents and warrants to the purchaser that: Purchaser as follows: (a) it is legally entitled to hold the property and the Property Rights. It is, and at the time of each transfer to the Purchaser of mineral claims comprised in the Property it will be, the recorded holder sole beneficial owner(s) of a 100% undivided interest in and beneficial owner of all of the mineral claims comprising to the Property free and clear of all liens, charges and claims of other, except as noted on Schedule "A"others, and no taxes or rentals are or will be due in respect of any thereof; The mineral claims comprised in the Property have been duly and validly located and recorded pursuant to the laws of the jurisdiction in which the property is situate and, except as specified in Schedule "A" and accepted by the Purchaser, are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof. There ; (b) there is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims comprising the Property, Property nor to the knowledge of the Vendor, Vendor is there any basis thereforetherefor, and there are no outstanding agreements or options to acquire or purchase the Vendor’s interest in the Property or any portion thereof, and no person other than save for the Vendor, pursuant to provisions hereof, has any royalty or other interest whatsoever in production from any of Royalties as outlined herein; (c) the mineral claims comprising the Property have been properly staked and recorded and are in good standing in the mining division in which they were recorded; and (d) neither the Vendor nor, to the best of their knowledge, any predecessor in interest or title of the Vendor to the Property has done anything whereby the Property may be subject to any lien, adverse claim, option to purchase or acquire or other than as set out in Schedule "A" encumbrance. 1.2 The representations and warranties contained in this Section subsection 1.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser Purchaser, in whole or in part part, at any time without prejudice to its rights in respect of any other breach of the same or any other representations representation or warranty, ; and the representations and warranties contained in this section that subsection shall survive the execution hereof.

Representations and Warranties of the Vendor. 1.1 The Vendor hereby represents and warrants to the purchaser that: Purchaser as follows: (a) it is legally entitled to hold the property and the Property Rights. It is, and at the time of each transfer to the Purchaser of mineral claims comprised in the Property it will be, the recorded holder sole beneficial owner(s) of a 100% undivided mineral right interest in and beneficial owner of all of to the mineral claims comprising the Property Properties free and clear of all liens, charges and claims of other, except as noted on Schedule "A"others, and no taxes or rentals are or will be due in respect of any thereof; The mineral claims comprised in the Property have been duly and validly located and recorded pursuant to the laws of the jurisdiction in which the property is situate and, except as specified in Schedule "A" and accepted by the Purchaser, are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof. There ; (b) there is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims comprising the Property, Property nor to the knowledge of the Vendor, Vendor is there any basis thereforetherefor, and there are no outstanding agreements or options to acquire or purchase the Vendor’s interest in the Property or any portion thereof, and no person other than save for the Vendor, pursuant to provisions hereof, has any royalty or other interest whatsoever in production from any of Royalties as outlined herein; (c) the mineral claims comprising the Properties have been properly staked and recorded and are in good standing in the mining division in which they were recorded; and (d) neither the Vendor nor, to the best of their knowledge, any predecessor in interest or title of the Vendor to the Properties has done anything whereby the Property may be subject to any lien, adverse claim, option to purchase or acquire or other than as set out in Schedule "A" encumbrance. 1.2 The representations and warranties contained in this Section subsection 1.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser Purchaser, in whole or in part part, at any time without prejudice to its rights in respect of any other breach of the same or any other representations representation or warranty, ; and the representations and warranties contained in this section that subsection shall survive the execution hereof.

Representations and Warranties of the Vendor. 1.1 The Vendor hereby represents and warrants to the purchaser that: it is legally entitled to hold the property and the Property Rights. Purchaser as follows: a.) It is, and at the time of each transfer to the Purchaser of mineral claims comprised in the Property it will be, the recorded holder beneficial owner(s) of a 100% undivided interest in and beneficial owner of all of the mineral claims comprising to the Property free and clear of all liens, charges and claims of other, except as noted on Schedule "A"others, and no taxes or rentals are or will be due in respect of any thereof; The mineral claims comprised in the Property have been duly and validly located and recorded pursuant ; b.) to the laws best of the jurisdiction in which Vendor's knowledge, information and belief, the property is situate andProperty, except as specified described in Schedule "A" and accepted ", is owned by the PurchaserVendor free and clear of all liens, are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof. There charges and encumbrances; c.) there is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims comprising the Property, Property nor to the knowledge of the Vendor, Vendor is there any basis thereforetherefor, and there are no outstanding agreements or options to acquire or purchase his interest in the Property or any portion thereof, and no person other than save for the Vendor, pursuant to provisions hereof, has any royalty or other interest whatsoever in production from any of Royalties as outlined herein; d.) The Vendor is the sole beneficial owner of the Property; e.) the mineral claims comprising the Property other than as set out have been properly staked and recorded and are in Schedule "A" good standing in the mining division in which they were recorded; and f.) neither the Vendor nor, to the best of their knowledge, any predecessor in interest or title of the Vendor to the Property has done anything whereby the Property may be encumbered. 1. The representations and warranties contained in this Section subsection 1.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser Purchaser, in whole or in part part, at any time without prejudice to its rights in respect of any other breach of the same or any other representations representation or warranty, ; and the representations and warranties contained in this section that subsection shall survive the execution hereof.

Representations and Warranties of the Vendor. The Vendor 2.1 To induce the Purchaser to enter into and complete the transactions contemplated hereby and to purchase the Purchased Warrants, the Vendor, with the knowledge and intent that the Purchaser is relying on such representations and warranties in entering into this Agreement (which representations and warranties, other than those set forth in Section 2.1(c) hereof, shall not survive the Closing), hereby warrants and represents and warrants the purchaser that: it is legally entitled to hold the property and the Property Rights. It is, and at the time of each transfer to the Purchaser of mineral claims comprised in as follows: (a) the Property it will beVendor has full right, power and authority to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; (b) the recorded holder Vendor is the registered and beneficial owner of the Purchased Warrants ; (c) the Vendor has good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer all legal and beneficial right, title, interest and ownership in and to the Purchased Warrants to the Purchaser without the consent of the mineral claims comprising the Property any other person, free and clear of all any pre-emptive rights, rights of first refusal or liens, charges or encumbrances whatsoever, in accordance with the terms hereof and claims this Agreement is a legal, valid and binding obligation of othersuch Vendor enforceable against such Vendor in accordance with its terms; and (d) no Person has any agreement, except as noted on Schedule "A"option, and no taxes understanding or rentals are due in respect commitment, or any right or privilege (whether by law, pre-emptive or contractual right), capable of becoming an agreement, option or commitment for the purchase from it of any thereof; The mineral claims comprised in of, or the Property have been duly and validly located and recorded pursuant to realization of a security interest over, the laws of the jurisdiction in which the property is situate and, except as specified in Schedule "A" and accepted by the Purchaser, are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof. There is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims comprising the Property, nor to the knowledge of the Vendor, is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and no person other than the Vendor, pursuant to provisions hereof, has any royalty or other interest whatsoever in production from any of the mineral claims comprising the Property other than as set out in Schedule "A" The representations and warranties contained in this Section are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser 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 representations or warranty, and the representations and warranties contained in this section shall survive the execution hereofPurchased Warrants.

Representations and Warranties of the Vendor. 1.1 The Vendor hereby represents and warrants to the purchaser that: it is legally entitled to hold the property and the Property Rights. Purchaser as follows: (a) It is, and at the time of each transfer to the Purchaser of mineral claims comprised in the Property it will be, the recorded holder beneficial owner(s) of a 100% undivided interest in and beneficial owner of all of the mineral claims comprising to the Property free and clear of all liens, charges and claims of other, except as noted on Schedule "A"others, and no taxes or rentals are or will be due in respect of any thereof; The mineral claims comprised in the Property have been duly and validly located and recorded pursuant ; (b) to the laws best of the jurisdiction in which Vendor's knowledge, information and belief, the property is situate andProperty, except as specified described in Schedule "A" and accepted ", is owned by the PurchaserVendor free and clear of all liens, are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof. There charges and encumbrances; (c) there is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims comprising the Property, Property nor to the knowledge of the Vendor, Vendor is there any basis thereforetherefor, and there are no outstanding agreements or options to acquire or purchase his interest in the Property or any portion thereof, and no person other than save for the Vendor, pursuant to provisions hereof, has any royalty or other interest whatsoever in production from any of Royalties as outlined herein; (d) The Vendor is the sole beneficial owner of the Property; (e) the mineral claims comprising the Property other than as set out have been properly staked and recorded and are in Schedule "A" good standing in the mining division in which they were recorded; and (f) neither the Vendor nor, to the best of their knowledge, any predecessor in interest or title of the Vendor to the Property has done anything whereby the Property may be encumbered. 1 The representations and warranties contained in this Section subsection 1.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser Purchaser, in whole or in part part, at any time without prejudice to its rights in respect of any other breach of the same or any other representations representation or warranty, ; and the representations and warranties contained in this section that subsection shall survive the execution hereof.. {00203639. }

Representations and Warranties of the Vendor. 1.1 The Vendor hereby represents and warrants to the purchaser that: Purchaser as follows: (a) it is legally entitled to hold the property and the Property Rights. It is, and at the time of each transfer to the Purchaser of mineral claims comprised in the Property it will be, the recorded holder sole beneficial owner(s) of a 100% undivided interest in and beneficial owner of all of the mineral claims comprising to the Property free and clear of all liens, charges and claims of other, except as noted on Schedule "A"others, and no taxes or rentals are or will be due in respect of any thereof; The mineral claims comprised in the Property have been duly and validly located and recorded pursuant to the laws of the jurisdiction in which the property is situate and, except as specified in Schedule "A" and accepted by the Purchaser, are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof. There ; (b) there is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims comprising the Property, Property nor to the knowledge of the Vendor, Vendor is there any basis thereforetherefor, and there are no outstanding agreements or options to acquire or purchase the Vendor’s interest in the Property or any portion thereof, and no person other than save for the Vendor, pursuant to provisions hereof, has any royalty or other interest whatsoever in production from any of Royalties as outlined herein; (c) the mineral claims comprising the Property have been properly staked and recorded and are in good standing in the mining division in which they were recorded; and (d) neither the Vendor nor, to the best of their knowledge, any predecessor in interest or title of the Vendor to the Property has done anything whereby the Property may be subject to any lien, adverse claim, option to purchase or acquire or other than as set out in Schedule "A" encumbrance. 1.2 The representations and warranties contained in this Section subsection 1.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser Purchaser, in whole or in part part, at any time without prejudice to its rights in respect of any other breach of the same or any other representations representation or warranty, ; and the representations and warranties contained in this section that subsection shall survive the execution hereof.. {00204438. }

Representations and Warranties of the Vendor. 1.1 The Vendor hereby represents and warrants to the purchaser that: it is legally entitled to hold the property and the Property Rights. Purchaser as follows: (a) It is, and at the time of each transfer to the Purchaser of mineral claims comprised in the Property it will be, the recorded holder beneficial owner(s) of a 100% undivided interest in and beneficial owner of all of the mineral claims comprising to the Property free and clear of all liens, charges and claims of other, except as noted on Schedule "A"others, and no taxes or rentals are or will be due in respect of any thereof; The mineral claims comprised in thereof when full payment is executed; (b) To the Property have been duly and validly located and recorded pursuant to the laws best of the jurisdiction in which Vendor's knowledge, information and belief, the property is situate andProperty, except as specified described in Schedule "“A" and accepted ” is owned by the PurchaserVendor free and clear of all liens, are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof. charges and encumbrances; (c) There is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims comprising the Property, Property nor to the knowledge of the Vendor, Vendor is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase his interest in the Property or any portion thereof, and no person person, other than the Vendor, Vendor pursuant to the provisions hereof, has any royalty or other interest whatsoever in production from any the Property; (d) The Vendor(s) is the sole beneficial owner of the Property; (e) The mineral claims comprising the Property other than as set out have been properly staked and recorded and are in Schedule "A" good standing in the mining division in which they were recorded; and (f) Neither the Vendor nor. to the best of their knowledge, any predecessor in interest or title of the Vendor to the Property has done anything whereby the Property may be encumbered. 1. The representations and warranties contained in this Section subsection 1.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser Purchaser, in whole or in part part, at any time without prejudice to its rights in respect of any other breach of the same or any other representations representation or warranty, ; and the representations and warranties contained in this section that subsection shall survive the execution hereof.

Representations and Warranties of the Vendor. 1.1. The Vendor hereby represents and warrants to the purchaser that: it is legally entitled to hold Purchaser as follows: 1. the property and the Property Rights. It Vendor is, and at the time of each transfer to the Purchaser of mineral claims comprised in the Property it will be, the recorded holder and beneficial owner of all of the mineral claims comprising a 100% undivided interest in and to the Property free and clear of all liens, charges and claims of other, except as noted on Schedule "A"others, and no taxes or rentals are or will be due in respect of any thereof; The mineral claims comprised in the Property have been duly and validly located and recorded pursuant ; 2. to the laws best of the jurisdiction in which Vendor's knowledge, information and belief, the property is situate andProperty, except as specified described in Schedule "A" and accepted ", is owned by the PurchaserVendor free and clear of all liens, are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereofcharges and encumbrances; 3. There there is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims comprising the PropertyProperty nor, nor to the knowledge of the Vendor, is there any basis thereforetherefor, and there are no outstanding agreements or options to acquire or purchase his interest in the Property or any portion thereof, and no person person, other than the Vendor, Vendor pursuant to the provisions hereof, has any royalty or other interest whatsoever in production from any the Property; 4. Xxxxx Xxxxx is the sole recorded and beneficial owner of the Property; 5. the mineral claims comprising the Property other than as set out have been properly staked and recorded and are in Schedule "A" good standing in the mining division in which they were recorded; and 6. niether the Vendor nor, to the best of his knowledge, any predecessor in interest or title of the Vendor to the Property has done anything whereby the Property may be encumbered. 7. notwithstanding anything herein to the contrary, the Property is being transferred on an “As Is” basis, and in no event shall the Vendor, be responsible or liable to the Purchaser for any reduction, exception, reservation, or modification of whatsoever nature to the Property; 1.2. The representations and warranties contained in this Section subsection 1.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser Purchaser, in whole or in part part, at any time without prejudice to its rights in respect of any other breach of the same or any other representations representation or warranty, ; and the representations and warranties contained in this section that subsection shall survive the execution hereof.