Shareholder Warranties Sample Clauses

Shareholder Warranties. The Shareholder warrants to BOA and the Company as follows: (a) If the Shareholder is an entity, such Shareholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). (b) If the Shareholder is an entity, such Shareholder (i) has the requisite corporate, limited liability company or other similar power and authority to execute and deliver this Agreement, to perform his, her or its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby, and (ii) the execution and delivery of this Agreement has been duly authorized by all necessary corporate (or other similar) action on the part of the Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid, legal and binding agreement of the Shareholder (assuming that this Agreement is duly authorized, executed and delivered by BOA and the Company) enforceable against the Shareholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Shareholder with respect to the Shareholder’s execution, delivery or performance of his, her or its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in ...
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Shareholder Warranties. Neither the shareholders or officers of the Seller will be required to make any individual warranties. Further, Buyer acknowledges that the Seller has made no representations or promises of any description regarding the past, present or future profitability of the franchises, that Buyer has conducted its own due diligence and has approached Seller on its own and requested Seller to sell its assets, and that Seller shall not be required to furnish any financial records nor allow any audit of financial records or tax returns of the business and that the Buyer has not relied upon any financial records or tax returns in making its decision to purchase the business.
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Shareholder Warranties. The Shareholder warrants to the Optionholder that as at the date of this Agreement and on the Completion Date: (a) the Shareholder has procured any necessary consent from a Government Agency or contractual consent for this Agreement, the grant of the Option and the transfer of the Option Shares to the Optionholder under this Agreement; (b) the Option Shares constitute all the issued capital of the Company and are legally and beneficially owned by the Shareholder; (c) the Optionholder or its nominee will obtain the entire legal and beneficial interest in the Option Shares following Completion free and clear of any Encumbrance created in favour of any person; (d) the Shareholder has no notice of any fact which, if disclosed to the Optionholder, might reasonably be expected to influence the Optionholder's decision to enter into or perform this Agreement; (e) the Company does not have any employees; (f) no litigation, arbitration, dispute or administrative proceedings have been commenced, are pending or, to the Shareholder's knowledge, threatened against the Company; (g) the Company is not in material breach of any applicable laws; (h) the Company has no assets other than its interest in the JV Letter Agreement; (i) the Company does not have any material commitments or Liabilities other than under the JV Letter Agreement; (j) the Company has taken a valid assignment of the rights of American Strategic Minerals Corporation under the JV Letter Agreement and American Strategic Minerals Corporation;
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Shareholder Warranties. Each of the Parties represents and warrants to each other that it has the capacity to enter into and perform this agreement and all the obligations contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken. - that all of the foregoing representations and warranties will continue to be true and correct during the continuance of the Agreement. SCHEDULE C LEASE AREA EXHIBIT A: PRESTEA MAP (Plant/North to Beta/Boundary) EXHIBIT B: PRESTEA MAP (Buesichem Area) EXHIBIT C: PRESTEA LEASE AREA (Area is the same for both the PGR Lease and the BGL Lease) EXHIBIT D: VERTICAL SECTION SHOWING THE 150 METRE DEPTH SCHEDULE D PROFORMA LOAN AGREEMENTS WITH EACH OF GMWU AND THE TRUST [LETTERHEAD OF BOGOSO GOLD LIMITED] -, 2001 GMWU/the Trust Dear Sirs: Loan Agreement This letter (the "Loan Agreement") sets out the terms of a US$- loan (the "Loan") by Bogoso Gold Limited ("BGL") to - (the "Recipient") for the purpose of funding its shareholder capital contribution to Prestea Gold Resources Limited ("PGR"). The terms of the Loan are as follows: 1. The Loan will disbursed at the Closing of a transaction between PGR and BGL pursuant to an Agreement dated November __, 2001 whereby BGL is exercising its option to purchase shares in PGR subject to the satisfaction of certain conditions precedent for its benefit. 2. The Loan will mature on _____________, 20__. 3. The Loan will bear interest at such rate not in excess of ____% as BGL shall specify from time to time by notice to the Recipient. 4. The Loan will be repaid preferentially from the first dividends, or any other proceeds whatsoever, paid to the Recipient by PGR as a distribution or return of capital on the shares held by the Recipient, including the Recipient's share of the proceeds from the winding up or sale of PGR, but will otherwise be non-recourse to the Recipient. 5. While the Loan is outstanding, the Recipient shall not sell, assign, promise, mortgage or in anyway encumber its shareholding in PGR. If the foregoing correctly sets forth our agreement with respect to the subject matter hereof, please so indicate by executing and returning to the undersigned an executed copy of this Loan Agreement. SCHEDULE E MANAGEMENT AGREEMENT THIS MANAGEMENT SERVICES AGREEMENT made effective as of the ____ day of _________ 200_ between BOGOSO GOLD LIMITED, a company incorporated under the laws of Ghana and having its registered office in Acc...
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Shareholder Warranties. Each of the Shareholders represents and warrants to each other Shareholder that it has the capacity to enter into and perform this agreement and all the obligations contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken - that such Shareholder owns beneficially and of record the number of Shares which are expressed to be owned by such Shareholder in the Agreement, that such Shares are not subject to any mortgage, lien, charge, pledge, encumbrance, security interest or adverse claim and that no Person has any rights to become a holder or possessor of any of such Shares or of the certificates representing the same; - if such Shareholder is an individual, that such Shareholder has the capacity to enter into and give full effect to this Agreement; - if such Shareholder is a corporation, that it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and that it has the corporate power and capacity to own its assets and to enter into and perform its obligations under this Agreement; - if such Shareholder is a trust, partnership or joint venture, that it is duly constituted under the laws which govern it and that it has the power to own its assets and to enter into and perform its obligations under this Agreement; - that this Agreement has been duly authorized and duly executed and delivered by such Shareholder and constitutes a valid and binding obligation enforceable in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies; - that the execution, delivery and performance of this Agreement does not and will not contravene the provisions of its articles, by-laws, constating documents or other organizational documents or the documents by which it was created or established or the provisions of any indenture, agreement or other instrument to which such Shareholder is a party or by which such Shareholder may be bound; - that all of the foregoing representations and warranties will continue to be true and correct during the continuance of the Agreement. SCHEDULE H DETAILED LIST AND COSTING OF WORKING CAPITAL AND SPARE PARTS REQUIREMENTS FOR PGR BGL has received the list contained in PGR's letter dated 27th October, 2001 detailing requirements for $500,000. SCHEDULE I TOLL PROCESSING AGREEMENT 1. BGL OBLIGATIONS - to purchase 100% of ore produced by PGR from the PGR Lease...
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Shareholder Warranties. Miscellaneous matters Schedule 1 Warranties General Effect of this agreement Company structure and operation Accounts Cash flow Taxation Bank and other borrowing Assets Trading and contracts Business matters Litigation and regulation Properties - all Properties let by the Company Employment Pensions Insurance Intellectual Property Internet and Domain names Schedule 2 The real properties Schedule 3 Pension arrangements [Company name] number [company number], whose registered office is ■ ■ ■ ■ [ ■ ■ ■ ■ ] ■ ■ ■ ■ “ ■ ■ ■ ■ ” [full name 1] of [full address] (a Shareholder) [full name 2] of [full address] (a Shareholder) [full name 3] of [full address] (a Shareholder) [full name 4] of [full address] (a Shareholder) [full name 5] of [full address] (the “ Subscriber”)
Sample 1
Shareholder Warranties. The Shareholder warrants to the Optionholder that it is the registered holder and beneficial owner of its Option Shares and that, such Option Shares have been fully paid and apart from this Agreement and the Charge Agreement, such shares are free from all Encumbrances and that it has full power and authority to exercise and enjoy all rights attaching to them without the consent of any other person and to grant the Option on the terms and conditions of this Agreement.
Sample 1
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Related to Shareholder Warranties

  • Representations and Warranties of Shareholder Shareholder hereby represents and warrants to Parent as follows:

  • REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Stockholders Each Stockholder on its own behalf represents and warrants to Parent, severally and not jointly, as of the date hereof with respect to such Stockholder, that:

  • Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of Each Stockholder Each Stockholder hereby severally, and not jointly, represents and warrants to Parent and Purchaser (as to such Stockholder) as follows:

  • Representations and Warranties of Optionee Optionee hereby represents and warrants that: A. The options granted hereby and the Shares which will be purchased by and delivered to Optionee upon exercise of such options are being acquired by Optionee for his own account and not with a view to resale or other disposition thereof. B. Optionee will not sell, transfer, or make any other disposition of any option or the shares to be purchased and delivered to Optionee hereunder upon the exercise of such option unless and until (a) such option or shares, as applicable, are included in a registration statement or a post-effective amendment under the Securities Act which has been filed by the Optionor and declared effective by the Securities and Exchange Commission (the "SEC"), or (b) in the opinion of counsel for the Optionor, no such registration statement or post-effective amendment is required, or (c) the SEC has first issued a "no action" letter regarding any such proposed disposition of any option or the shares.

  • Representations and Warranties of Each Shareholder Each Shareholder jointly and severally hereby represents and warrants to Parent as follows:

  • Representations and Warranties of the Selling Shareholder The Selling Shareholder represents and warrants to the Underwriter with respect to itself that, and acknowledges that the Underwriter is relying upon such representations and warranties in purchasing the Securities, that: 7.1 it has been formed and is existing under the laws of the jurisdiction of its formation and has all (corporate) power and authority (acting through its general partner) to own, lease and operate its properties and assets, including to own the Securities to be sold by it to the Underwriter; 7.2 it has the requisite power, authority and capacity (acting through its general partner) to enter into this Agreement, and to perform its obligations hereunder, including to sell the Securities to be sold by it to the Underwriter; 7.3 this Agreement has been duly authorized, executed and delivered by the Selling Shareholder (acting through its general partner) and constitutes a legal, valid and binding obligation of the Selling Shareholder, enforceable against it in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law; 7.4 as of the date hereof, and as of the Closing Time, and prior to delivery to the Underwriter, the Selling Shareholder will be the beneficial owner of the Securities to be sold and delivered by it (or the beneficial owner of multiple voting shares of the Company convertible into the number of Securities to be sold and delivered by it); 7.5 as of the date hereof, other than as disclosed in the Offering Documents or as has been waived in full in respect of the Offering, no person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase of any of the Securities owned by the Selling Shareholder; 7.6 all actions required to be taken by or on behalf of the Selling Shareholder or its general partner, including the passing of all requisite resolutions, so as to duly sell and deliver the Securities held by the Selling Shareholder (or, as applicable, to be held by the Selling Shareholder further to the conversion of the multiple voting shares of the Company currently held by it) have been taken; 7.7 except, with respect to Selling Shareholder Contracts (as defined below) and Selling Shareholder Laws (as defined below), for such breaches, violations, conflicts or defaults that do not or would not, individually or in aggregate, preclude the Selling Shareholder from complying with its obligations hereunder, the Selling Shareholder is not in violation or default of, nor will the execution and delivery of this Agreement, and the performance by the Selling Shareholder of its obligations under this Agreement, including the sale of the Securities to be sold by the Selling Shareholder, result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under, or give rise to any right to accelerate the maturity or require the prepayment of any indebtedness under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to (i) any term or provision of the constating documents or by-laws or any resolution of the directors or shareholders, (ii) any material contract, note, indenture, joint venture or partnership arrangement or license to which the Selling Shareholder is a party or bound or to which any of the business, operations, property or assets of the Selling Shareholder are subject (collectively, the “Selling Shareholder Contracts”), or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Selling Shareholder or the business, operations or assets of the Selling Shareholder, of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Selling Shareholder (collectively, the “Selling Shareholder Laws”); (A) on the Closing Date, the Selling Shareholder will have beneficial ownership of the Securities to be sold by it, free and clear of any Lien (other than restrictions on transfer that have been waived in full in respect of the Offering), except as provided in this Agreement; (B) the Selling Shareholder has, and will have, on the Closing Date, the full right, power and authority (acting through its general partner) to sell, assign, transfer and deliver the Securities to be sold by it to the Underwriter hereunder; and (C) upon delivery of the Securities to be sold by it and payment of the Purchase Price, the Underwriter will obtain beneficial ownership of the Securities to be acquired by it from the Selling Shareholder, free and clear of any Lien; 7.9 neither the Selling Shareholder nor any affiliate of the Selling Shareholder has taken, nor will the Selling Shareholder or any affiliate of the Selling Shareholder take, any action which is designed to or which constitutes or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities; 7.10 no approval, authorization, consent or other order of, permit, qualification, license, decree, and no filings, registration or recording with, any government, governmental instrumentality, authority, agency or court having jurisdiction over the Selling Shareholder is required by the Selling Shareholder for the performance by the Selling Shareholder of its obligations hereunder in connection with the sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except as have been or will be obtained or made prior to the Closing; 7.11 other than as contemplated hereby, there is no person acting at the request of the Selling Shareholder who is entitled to any brokerage or agency fee in connection with the sale of the Securities; 7.12 the Selling Shareholder represents and warrants that it has complied with or obtained a waiver of all requirements required to be obtained by it, in connection with the Offering under the Registration Rights Agreement; 7.13 the Selling Shareholder represents and warrants that either: (i) it is not (1) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (2) a plan or account subject to Section 4975 of the Code, or (3) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise; or (ii) the sale of the subordinate voting shares of the Company to the Underwriter will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any other laws or regulations that are similar to such provisions of ERISA or the Code; 7.14 the Selling Shareholder will not, directly or indirectly, use the proceeds of the Offering, or lend contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise); 7.15 each delivery of the Preliminary Offering Documents, the Final Offering Documents and any Offering Document Amendment in respect of the Preliminary Offering Document or the Final Offering Documents to the Underwriter by the Company in accordance with this Agreement will constitute representation and warranty of the Selling Shareholder to the Underwriter that at the respective times of delivery, the Selling Shareholder Matters as applicable to the Selling Shareholder are true and correct in all material respects and contain no misrepresentation; and 7.16 as of the date hereof, as of the Closing Date, the sale of the Securities by the Selling Shareholder is not prompted by any material non-public information concerning the Company or the Subsidiaries that is required to be disclosed in the Offering Documents and is not so disclosed.

  • Representations and Warranties of the Shareholder The Shareholder represents and warrants to Purchaser as follows:

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:

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