REPRESENTATIONS OF OPTIONOR Sample Clauses

REPRESENTATIONS OF OPTIONOR. Optionor represents and warrants that Optionor has not caused the Property to be contained by any hazardous substance in violation of any environmental law or regulation, and does not have knowledge of the presence of any hazardous substance upon the Property.

REPRESENTATIONS OF OPTIONOR. Optionor represents, warrants and covenants to Optionee that: (a) Optionor is the owner of 100% of the Claims, free and clear of all liens, claims and encumbrances, and such claims are validly staked in accordance with the laws of the State of Nevada. Optionor is in exclusive possession of the Property, free and clear of all liens, claims, and encumbrances. (b) As to each of the Claims, subject to the paramount title of the United States of America: (i) the Claims have been properly located and monumented on public domain land open to appropriation by mineral location, free and clear of any conflicting claims of which Optionor is aware; (ii) location notices and certificates and required maps have been properly posted, recorded and filed with the appropriate governmental agencies for each of the Claims; (iii) all filings and recordings required to maintain the Claims in good standing through the Effective Date, including evidence of timely payment of required claim maintenance fees, have been timely and properly made in the appropriate governmental offices; and, (iv) all required annual claim maintenance fees, Bureau of Land Management fees, Nevada county and state mining claim fees and other payments necessary to maintain the Claims through the assessment year ending August 31, 2016, have been timely and properly made. (c) All operations and activities conducted by or on behalf of Optionor on the Claims and the Property have been conducted in compliance with applicable federal, state and local laws, rules and regulations, including without limitation Environmental Laws (as defined in Exhibit B). (d) Optionor is duly incorporated, validly existing and in good standing under the laws of the State of Nevada and is qualified to do business in and is in good standing under the laws of the State of Nevada. Optionor has the requisite corporate power and capacity to carry on business as presently conducted, to enter into this Agreement, and to perform all of its obligations hereunder. (e) There are no outstanding agreements, leases or options (whether oral or written) which contemplate the acquisition of the Claims, or any other interest in the Property or within the Area of Interest or any interest therein by any other person or entity, or which limit or define in any way the activities that may be conducted on the Claims or on any other part of the Property. Except for the State of Nevada net proceeds of mines tax, there are no production royalties or other pay...

REPRESENTATIONS OF OPTIONOR. Optionor represents and warrants to Optionee as follows: 7.1 That the Securities will be validly issued, fully paid and nonassessable and will be issued pursuant to all requisite action and authority of the Board of Directors of the Company in accordance with all legal requirements. 7.2 That the Securities will be fully assignable by Optionor to Optionee without restriction, except for restrictions on transferability, if any, imposed by or on account of federal or state securities laws. The Securities are not subject to any agreement, covenant or restriction imposed by or on account of any contract, agreement or by-laws of the Company or to which Optionor or the Company may be bound. 7.3 That the Securities will be free of all claim, lien, security interest or encumbrance of any third party and, upon the exercise by Optionee of the Options herein granted, will be assigned to Optionee free and clear of any claims, liens or interests of third parties. 7.4 The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Optionor do not conflict with or result in a breach or violation of or default under any of the terms, provisions or conditions of any material agreement or instrument to which the Optionor is a party or by which Optionor is bound. 7.6 That this Agreement has been duly authorized by all necessary action on behalf of Optionor and has been duly executed and delivered by Optionor and is a valid and binding agreement on the part of Optionor that is enforceable against Optionor in accordance with its terms. 7.7 Optionor is not a party to any voting trust or voting agreement, stockholders' agreement, pledge agreement, buy-sell agreement or first refusal agreement relative to the Securities.

REPRESENTATIONS OF OPTIONOR. 5 4.2 Representations of Optionee................................ 8 4.5 Conditions of Optionee..................................... 9 4.5

REPRESENTATIONS OF OPTIONOR. Optionor represents, warrants and covenants to Optionee that: (a) Optionor is the owner of 100% of the Claims, free and clear of all liens, claims and encumbrances, and such claims are validly staked in accordance with the laws of the State of Nevada. Optionor is in exclusive possession of the Property, free and clear of all liens, claims, and encumbrances.

REPRESENTATIONS OF OPTIONOR. The Optionor represents and warrants to Lincoln that: (i) He is the recorded and beneficial owner of the four (4) mining claims located in the Mt. Xxxxxxxx area, in the Province of British Columbia and listed in Schedule “A” hereto (hereinafter called the “Mining Lands”);

REPRESENTATIONS OF OPTIONOR. Optionor represents and warrants that Optionor does not have knowledge of the presence of any hazardous substance upon the Property in violation of any environmental law or regulation. Optionor has applied customary agricultural chemicals to the Property from time to time pursuant to ordinary farming practices.

REPRESENTATIONS OF OPTIONOR. Optionor represents to Optionee as of the Effective Date and as of the Closing as follows: a. The execution and delivery of this Agreement by Optionor, and all agreements and documents contemplated hereby to be executed by Optionor, and the consummation by Optionor of the transactions contemplated hereby and thereby, are duly authorized and no other actions on the part of Optionor are required to authorize this Agreement and the transactions contemplated hereby. This Agreement, and all documents and instruments contemplated hereby, constitute legal, valid and binding obligations of Optionor in accordance with their respective terms. b. To Optionor’s knowledge none of the Xxxxx Claims are in violation of any laws, including without limitation any environmental laws, applicable to the Xxxxx Claims. c. To Optionor’s knowledge the Xxxxx Claims are in compliance with all applicable laws, including without limitation environmental laws, governmental determinations, court or other orders, governmental requirements and other public limitations. Optionor has not received written notice of any event that would cause it to be in default or in violation of any law, governmental determination, court or other order, governmental requirement or other public limitation. d. Other than as set forth in this Agreement, there are no contracts or agreements that are attributable to or relate to the Xxxxx Claims except for the Association Agreement. Optionor does not own, hold, and has not otherwise obtained any permits applicable to the Xxxxx Claims. All conditions and actions necessary to keep the Xxxxx Claims in force have been duly met, performed and taken other than, as of the Closing, due to actions of Optionee as required under Section 2.c.(ii). e. Other than due to actions of Optionee as of the Closing, the Xxxxx Claims are, to the best of Optionor’s knowledge, valid and in full force and effect and have been made and maintained in compliance with all laws. The Xxxxx Claims have been made and maintained in good faith as association placer mining claims and all original locators of the Xxxxx Claims were bona fide co-locators with an actual and equal proportionate interest in the Xxxxx Claims. Each of the Xxxxx Claims was, to the best of Optionor’s knowledge, properly located in accordance with all applicable laws on unappropriated public domain lands open to entry for mining claims, and each of the Xxxxx Claims represents a valid existing unpatented placer mining claim ow...

REPRESENTATIONS OF OPTIONOR. Optionor represents and warrants to Optionee as follows: (a) That the shares of Common Stock are validly issued, fully paid and nonassessable and have been issued pursuant to all requisite action and authority of the Board of Directors of the Company in accordance with all legal requirements. (b) That the shares of Common Stock are fully assignable by Optionor to Optionee without restriction, except for restrictions on transferability imposed by or on account of federal or state securities laws. The shares of Common Stock are not subject to any agreement, covenant or restriction imposed by or on account of any contract, agreement or by-laws of the Company or to which Optionor or the Company may be bound. (c) That the shares of Common Stock are free of all claim, lien, security interest or encumbrance of any third party and, upon the exercise by Optionee of the Option herein granted, will be assigned to Optionee free and clear of any claims, liens or interests of third parties.

REPRESENTATIONS OF OPTIONOR. The Optionor makes the following representations to Optionee, which shall be deemed automatically reconfirmed on the date the Option Shares and/or Expansion Option Shares are issued: (a) Optionor is or will be acquiring the Option Shares and Expansion Option Shares (collectively, the “Shares”) for its own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), in a manner which would require registration under the Securities Act or any state securities laws. Optionor can bear the economic risk of investment in the Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. Optionor recognizes that the Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Shares is registered under the Securities Act or unless an exemption from registration is available. Optionor has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Shares for its particular tax and financial situation and its respective advisers, if such advisors were deemed necessary, have determined that the Shares are a suitable investment for it. Optionor has not been offered the Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Optionor’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Optionor has had an opportunity to ask questions of and receive satisfactory answers from Optionee, or persons acting on behalf of the Optionee, concerning the terms and conditions of the Shares and Optionee, and all such questions have been answered to the full satisfaction of Optionor. Neither Optionee, nor any other party, has supplied Optionor any information regarding the Shares or an investment in the Shares other than as contained in this Agreeme...