Representations, Warranties and Covenants of Party A. 7.1 Party A hereby makes the representations, warranties and covenants in accordance with the terms set forth under Exhibit 1 (“Warranties”) to Party B, and acknowledges that Party B executes this Agreement in reliance on the Warranties.
7.2 Each Warranty of Party A set forth in Exhibit 1 shall be severable and independent, and none of other provisions in this Agreement or the exhibits hereto may limit any Warranties.
7.3 Party A hereby further undertakes to indemnify Party B in full against any and all losses or liabilities, including but not limited to, any diminution of the value of any Target Assets, arising from breaches of any Warranties by Party A. In the event of any breach by Party A of Article 1 or 2 of Exhibit 1 hereto, Party B shall have the right to terminate this Agreement.
7.4 Both before and after the Closing, Party A shall promptly inform Party B in writing of any violations of the Warranties or any matters not consistent with the Warranties it becomes aware of.
Representations, Warranties and Covenants of Party A. 2.1 That Party A warrants that Party A is the mining tenement holder of valid alluvial gold mining licenses known as ML296-301 and ML278 totalling approximately 26 hectares located in Wau, Morobe Province, Papua New Guinea and is bounded by straight lines joining the geographical co-ordinate points tabulated herein: Party A initials Page 3 of 8 Party B initials
2.2 That Party A has full power and authority to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to carry out and perform all of its obligations and duties hereunder.
2.3 That Party A hereby warrants that Party B shall be the only legal and valid joint venture partner pursuant to the joint venture arrangement hereon and any other previous joint venture arrangements with any other parties shall be considered null and void with immediate effect. That Party A further warrants that Party A does not have any valid and binding agreement under ML296-301 and ML278 with any other parties and will not attempt to solicit any other parties to work under ML296-301 and ML278. That Party A also warrants that Party A will not assign, transfer mortgage or otherwise dispose of all any aprt of its under ML296-301 and ML278 nor grant any other party any rights to carry on any activities on under ML296-301 and ML278 unless the assignee, transferee, mortgagee or dispose or the grantee (as the case may be) first enters into a binding written agreement with the parties hereto agreeing to be bound by this Agreement.
2.4 That Party A warrants to ensure that Party B has full and unrestricted access to project site under ML296-301 and ML278 totalling approximately 26 hectares located at Xxxxxxx in Wau, Morobe Province, Papua New Guinea and Part A also warrants that no other prospective parties shall be allowed to enter into the boundary of the project site without prior approval from Party B.
2.5 That Party A warrants to provide full cooperation to Party B and/or its representatives, nominees, permitted assigns etc for the purpose of carrying out commercial mining operations under ML296-301 and ML278.
2.6 That Party A irrevocably agrees that the rights of Party B in relation to in ML296-301 and ML278, constitute a caveat interest such that each of the other parties hereto is entitled to and maintain a caveat under the Mining Xxx 0000 (PNG) or any successor statue thereto to protect their rights hereunder and Party A will take no action to seek the removal of any ca...
Representations, Warranties and Covenants of Party A. 2.1 That Party A warrants that Party A is the mining tenement holder of valid alluvial gold mining licenses known as ML296-301 and ML278 totalling approximately 26 hectares located in Wau, Morobe Province, Papua New Guinea and is bounded by straight lines joining the geographical co-ordinate points tabulated herein: 1 146˚42’51.79176”E -7˚20’4.233516” N 2 146˚42’48.87864”E -7˚19’55.946964” N 3 146˚42’48.35304”E -7˚19’56.785944” N 4 146˚42’43.05708”E -7˚20’0.805452”N 5 146˚42’37.50444”E -7˚20’3.119028”N 6 146˚42’51.35.019”E -7˚19’56.132112”N 7 146˚42’35.514”E -7˚19’54.369408”N 8 146˚42’33.96168”E -7˚19’53.602644”N 9 146˚42’22.00752”E -7˚19’58.602612”N 10 146˚42’22.76856”E -7˚20’0.126816”N 11 146˚42’26.50608”E -7˚20’10.829112”N 12 146˚42’39.46176”E -7˚20’8.729376”N Party A initials Page 3 of 8 Party B initials
2.2 That Party A has full power and authority to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to carry out and perform all of its obligations and duties hereunder.
2.3 That Party A hereby warrants that Party B shall be the only legal and valid joint venture partner pursuant to the joint venture arrangement hereon and any other previous joint venture arrangements with any other parties shall be considered null and void with immediate effect. That Party A further warrants that Party A does not have any valid and binding agreement under ML296-301 and ML278 with any other parties and will not attempt to solicit any other parties to work under ML296-301 and ML278. That Party A also warrants that Party A will not assign, transfer mortgage or otherwise dispose of all any aprt of its under ML296-301 and ML278 nor grant any other party any rights to carry on any activities on under ML296-301 and ML278 unless the assignee, transferee, mortgagee or dispose or the grantee (as the case may be) first enters into a binding written agreement with the parties hereto agreeing to be bound by this Agreement.
2.4 That Party A warrants to ensure that Party B has full and unrestricted access to project site under ML296-301 and ML278 totalling approximately 26 hectares located at Xxxxxxx in Wau, Morobe Province, Papua New Guinea and Part A also warrants that no other prospective parties shall be allowed to enter into the boundary of the project site without prior approval from Party B.
2.5 That Party A warrants to provide full cooperation to Party B and/or its representatives, nominees, permitted assigns etc fo...
Representations, Warranties and Covenants of Party A. Party A assures that the representations and warranties hereunder are true, complete and correct, and shall remain effective as of the expiration date of this agreement with exception to those that have been disclosed:
3.1.1 Party A is a limited liability company duly incorporated and existing under the laws of China and a shareholder on the industrial and commercial registration list who legally holds the equities of the company to be transferred and who is the sole oblige of such equities;
3.1.2 Party A has not established any mortgage, pledge, guarantee, trusteeship management, encumbrance or other obstacles that may cause the equities to be subject to the recourse or claim for rights by a third party on such equities for its or any third party’s interests;
3.1.3 Except the Agreement, there is no any other binding agreement, decision or other right to sell, transfer, distribute, guarantee or dispose such equities owned by Party A in other ways;
3.1.4 With respect to the signing and performance of the Agreement, Party A has duly obtained all external and internal authorizations necessary for the signing and performance of the Agreement, and has sufficient rights and ability to sign the Agreement and to perform all obligations hereunder;
3.1.5 Party A has obtained the agreement on the transfer of the said equities of Party A through the resolution of the Board of Shareholders of the Company;
3.1.6 Upon the execution of this Agreement, Party A shall be bound by it; and execution and performance of obligations, terms and conditions hereof by Party A will not contravene any laws, regulations, administrative rules, administrative decisions, and mandatory provisions of effective judgment, nor shall it Party A’s violation of Party A’s articles of association and resolution of the Board of Directors;
3.1.7 Party A promises to actively cooperate with Party A to go through the Company’s share change formalities.
Representations, Warranties and Covenants of Party A. Party A confirms that the representations and warranties hereunder are true, complete and accurate, and shall, except as previously disclosed, remain effective until the expiration date of this Agreement:
6.1.1 Party A is a company duly incorporated and validly existing under the laws of the British Virgin Islands;
6.1.2 Party A has full right and power, and has obtained all internal and external authorizations necessary, for the execution of and performance of the obligations under this Agreement;
6.1.3 When executed by the Parties hereto, this Agreement shall constitute a valid and binding agreement of Party A. The execution and performance of this Agreement by Party A will not violate any law, articles of association, contract, agreement or other legal document to which Party A is subject;
6.1.4 Party A has sufficient funds and has made adequate financial arrangements to enable it to fulfill its payment obligations pursuant to the terms and conditions hereof.
Representations, Warranties and Covenants of Party A. Party A has full right of disposing to the target shares and the target shares are not limited by any preemptive rights or other similar rights. The target shares are fully owned by the Party A legally and free and clear of all mortgages, charges, liens and the third party’s interest; there is neither any debt or potential liability attached to the target shares nor any litigation, arbitration or dispute subject to the target shares. Party B will entitle full right of the target shares as the owner of the target shares on the transfer date.
Representations, Warranties and Covenants of Party A. (1) Party A warrants that it has full right to dispose the Project Assets under this Agreement, that the ownership of the Project Assets is clear without any compulsory action such as seizure by any judicial authority, and that there is no circumstance prohibiting or restricting the transfer contemplated hereunder. If there is any significant defect in Party A's rights on the Project Assets or in the Project Assets or any other material event that may affect evaluation of the Project Assets, Party A has disclosed such defects or events to Party B and undertake that the risks and liabilities arising from such defects shall be solely borne by Party A.
(2) Party A warrants that all information (including its originals and copies) provided and statements made by it to Party B for purpose of this Agreement are true, accurate, complete, valid, without any inaccuracy or material omission. Party A is responsible for the consistency between the information provided by it and the actual conditions of the Project Assets and shall be held liable for any concealment or misrepresentation arising therefrom.
(3) Party A warrants that all procedures including without limitation internal decision-making, authorization and approval required for execution and performance of this Agreement have been duly received by it and that the conditions precedent for this Agreement and the transfer of the Project Assets to come into effect have been satisfied.
Representations, Warranties and Covenants of Party A. Party A assures that the representations and warranties hereunder are true, complete and correct, and shall remain effective as of the expiration date of this agreement with exception to those that have been disclosed:
4.1.1 Party A has obtained the all the authorization and delegation necessary for the execution and delivery of this Agreement and has the full right and capacity to execute this Agreement and perform all the obligations hereunder;
4.1.2 Upon the execution of this Agreement, Party A shall be bound by it. And execution and performance of this Agreement by Party A will not contravene applicable laws, regulations, rules, administrative decisions, legally effective judgments, arbitral decisions, or article of association and Board of Directors resolutions of Party A, or any contracts or agreements that are binding upon Party A, or cause any conflict of interest;
4.1.3 For the execution and performance of this Agreement, Party A has prepared sufficient capital and made financial arrangements to guarantee Party A to pay the consideration in strict compliance with the provisions hereof.
Representations, Warranties and Covenants of Party A. 4.1 Party A warrants that it has legal and complete title to the Target Share and has full and independent interests and rights to the disposal of the Target Share. The Target Share is free from any pledge, contingent liabilities or any other potential liabilities, as well as any dispute, arbitration or legal proceeding, and are not bound by any other pre-emptive rights or other similar rights. Party A warrants that it has the legal qualification to transfer the Target Share and to enter into this Agreement and perform the terms and conditions hereunder.
4.2 Party A warrants that it has not entered into any contract or agreement which restricts it from executing this Agreement and it will not transfer the rights and obligations hereunder to any third party.
4.3 Party A warrants that the execution or performance of this Agreement or the completion of the share transfer has not, and will not, (i) contravene any jurisdiction or restriction under the laws and regulations of China that Party A or its assets should be subject to; or (ii) cause any conflict or breach of any contract or agreement or other arrangement to which it is a party; or (iii) impair the rights attached to the Target Share or create any encumbrances, custody or any other third party rights or restrictions thereon.
4.4 During the interim period between the execution date of this Agreement and the share transfer completion date, Party A covenants that it shall not have any contact, or sign any letter of intent, contract, memorandum of understanding, or any contract, agreement or legal instrument in any form that is in conflict with the share transfer or contains any terms that prohibit or restrict the transfer of the Target Share that are proposed to be sold, with any other third party in respect of the transfer, pledge or custody of the abovementioned Target Share held by Party A.
4.5 Party A shall endeavor to obtain all government approval documents in relation to the share transfer, except for those which shall be handled by Party B according to relevant laws and regulations. It shall also endeavor to perform the obligations such as obtaining approval and registration for the share transfer.
4.6 Party A has undergone the procedure provided in the Articles of Association of the Target Company concerning the transfer of the Target Share, and has caused the Board of Directors of the Target Company to agree unanimously the share transfer from Party A to Party B.
4.7 Party A covenants that it sh...
Representations, Warranties and Covenants of Party A
