Shareholder Warranties Clause Samples
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 ...
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.
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...
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;
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.
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”)
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. <PAGE> 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 <PAGE> 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.