Common use of Representations of the Assignor Clause in Contracts

Representations of the Assignor. The Assignor hereby represents and warrants to the Assignee the following: (a) The Assignor is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with full power and authority to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. (b) The Assignor has the absolute and unrestricted right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Assuming the due authorization, execution and delivery by the Assignee, this Agreement, when executed and delivered by the Assignee, will be a valid and binding obligation of the Assignor, enforceable against it in accordance with its terms. This Agreement has been duly executed and delivered by the Assignor. (c) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which the Assignor is a party or by it is bound, or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to the Assignor or the Property. (d) The Assignor is the sole Optionee under the Property Agreement, and no other party has any lien, charge, claim, option, preferential arrangement or restrictions of any kind, on the Property or pursuant to the Property Agreement. Upon the consummation of the transactions contemplated hereby, the Assignee will have full title and interest in the Property Agreement. (e) The transfer of the Property Agreement to the Assignee will not give rise to any rights or claims by any third party, including without limitation, the shareholders' of the Assignor. (f) No consents, permits or other approvals of any kind are necessary in order to transfer the Property Agreement to the Assignee. (g) Neither the Assignor nor any of its affiliates is party to or threatened with, any litigation, suit, action, investigation, proceeding or controversy before any court, administrative agency or other governmental authority relating to or affecting the Property Agreement, the Property or the Assignor. (h) The amounts set forth in Exhibits A and B are true, correct and complete, and the invoices and receipts attached to said exhibits accurately and truthfully set forth the details of the amounts set forth therein.

Representations of the Assignor. The Assignor hereby represents and warrants to the Assignee the following: (a) The Assignor is a corporation duly organized, validly existing and in good standing under the laws of the State of NevadaCanada, with full power and authority to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. (b) The Assignor has the absolute and unrestricted right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Assuming the due authorization, execution and delivery by the Assignee, this Agreement, when executed and delivered by the Assignee, will be a valid and binding obligation of the Assignor, enforceable against it in accordance with its terms. This Agreement has been duly executed and delivered by the Assignor. (c) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which the Assignor is a party or by it is bound, or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to the Assignor or the Property. (d) The Assignor is the sole Optionee under the Property Agreement, and no other party has any lien, charge, claim, option, preferential arrangement or restrictions of any kind, on the Property or pursuant to the Property Agreement. Upon the consummation of the transactions contemplated hereby, the Assignee will have full title and interest in the Property Agreement. (e) The transfer of the Property Agreement to the Assignee will not give rise to any rights or claims by any third party, including without limitation, the shareholders' of the Assignor. (f) No consents, permits or other approvals of any kind are necessary in order to transfer the Property Agreement to the Assignee. (g) Neither the Assignor nor any of its affiliates is party to or threatened with, any litigation, suit, action, investigation, proceeding or controversy before any court, administrative agency or other governmental authority relating to or affecting the Property Agreement, the Property or the Assignor. (h) The amounts set forth in Exhibits A and B are true, correct and complete, and the invoices and receipts attached to said exhibits accurately and truthfully set forth the details of the amounts set forth therein.