Vendor Representations and Warranties. 3.1 The Vendor represents and warrants to, and covenants with the Purchaser, and acknowledges that the Purchaser is relying on such representations, warranties and covenants in entering into this Agreement that: (a) Except for the Permitted Encumbrances, the Vendor is the sole legal and beneficial owner of a 100% interest in the Claims and the sole legal and beneficial owner of the Exploration Data and Water Rights, and, except for taxes or maintenance fees not yet paid for this year, the Assets are free and clear of, and from, all liens, security interests, charges and encumbrances (each, an “Encumbrance”) and are not subject to any judgment, order or decree in any lawsuit or proceeding; (b) neither the execution, delivery and performance of this Agreement, nor the consummation of the Sale, will conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon the Assets or other instrument, permit, license, judgment, order , decree, statute, law, ordinance, rule or regulation applicable to the Assets; (c) to the knowledge of the Vendor, there is no basis for and there is no action, suit, judgment, claim, demand or proceeding outstanding or pending, or threatened against or affecting the Assets that, if adversely resolved or determined, would have a material adverse effect on the Assets (a “Material Adverse Effect”) and there is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Material Adverse Effect; (d) the Vendor holds or has valid applications tendered for all permits, licenses, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership of the Assets; (e) the Vendor has good marketable title to the Claims, which have been properly staked and located, all of which are recorded in accordance with applicable laws and regulations of the Country of Chile and applicable laws thereto, and such Claims are in good standing; (f) all required work commitments on the Claims required under applicable laws and regulations have been satisfied by the Vendor to the end of <>, 2011; (g) except for the Permitted Encumbrances, there is no adverse claim or challenge against or to the Vendor’s ownership of the Assets nor, to the knowledge of the Vendor, is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase the Assets or any portion thereof and no person or company other than the Vendor has any proprietary or possessory interest in the Assets or any right whatsoever capable of becoming any of the foregoing; (h) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or expenditures with respect to the Assets and the conduct of operations related thereto, the Vendor has not received any notice of the same and the Vendor is not aware of any basis on which any such orders or directions could be made; (i) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Assets and the conduct of the operations related thereto, and the Vendor has not received any notice of same and is not aware of any basis on which any such orders or direction could be made; (j) the Vendor’s ownership of the Assets is in compliance with, is not in default or violation in any material respect under, and the Vendor has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation in connection with the Vendor’s ownership of the Assets; (k) the Vendor has duly filed all reports and returns required to be filed with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement and all of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the knowledge of the Vendor, threatened, and none of them will be adversely affected by the entry into this Agreement or the consummation of the Sale; (l) the Vendor has complied with all applicable laws, statutes, bylaws, decrees, rulings, orders, judgments and regulations relating to the work it has conducted in respect of the Assets, including environmental laws; (m) the Vendor has held the Assets in material compliance with all laws, rules, statutes, ordinances, orders and regulations and the Vendor has not received any notice of any violation thereof, nor is the Vendor aware of any valid basis therefore; (n) there is no adverse claim or challenge against or to the ownership of or title to any part of the Assets and, to the knowledge of the Vendor, there is no basis for such adverse claim or challenge which may affect the Assets; (o) there are no actual or pending proceedings for, and the Vendor is unaware of any basis for, the institution of any proceedings leading to the placing of the Vendor in bankruptcy or subject to any other laws governing the affairs of insolvent parties; (p) no filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation of the Sale contemplated by this Agreement or to enable the Purchaser to purchase the Assets on the Closing Date; (q) the Vendor acknowledges that all material knowledge and information in its possession concerning the Assets has been conveyed to the Purchaser; (r) the Claims are not subject to any mining royalties imposed by the Government of Chile, or any federal, provincial municipal or local authority; (s) there are no mine workings or waste dumps or mine tailings on the Claims; and (t) Gareste is not a Non-Arm’s Length Party to the Purchaser. 3.2 The representations and warranties contained in Section 3.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more representations or warranties may be waived by the Purchaser in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in Section 3.1 will survive the Closing Date for a period of two years.
Appears in 2 contracts
Samples: Property Purchase Agreement (Pan American Lithium Corp), Property Purchase Agreement
Vendor Representations and Warranties. 3.1 4.1 The Vendor represents and warrants to, Xxxxx jointly and covenants with severally represent and warrant to the Purchaser, and acknowledges with the intent that the Purchaser is relying on such representations, warranties and covenants will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, that:
(a) Except for the Permitted Encumbrances, the Vendor is the sole legal and beneficial owner of a 100% interest in the Claims and the sole legal and beneficial owner of the Exploration Data and Water Rightscorporation duly incorporated, and, except for taxes or maintenance fees not yet paid for this year, the Assets are free and clear ofvalidly existing, and fromin good standing under the laws of British Columbia and has the power, all liensauthority, security interests, charges and encumbrances (each, an “Encumbrance”) capacity to enter into this Agreement and are not subject to any judgment, order or decree in any lawsuit or proceedingcarry out its terms;
(b) neither the execution, delivery and performance of this Agreement, nor the consummation each of the SaleVendor and Xxxxx is a "Canadian" within the meaning of the Investment Canada Act, will conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon the Assets or other instrument, permit, license, judgment, order , decree, statute, law, ordinance, rule or regulation applicable to the AssetsR.S.C.;
(c) to the knowledge execution and delivery of this Agreement and the completion of the transaction contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Vendor, there is no basis for and there is no action, suit, judgment, claim, demand or proceeding outstanding or pending, or threatened this Agreement
constitutes a valid and binding obligation of the Vendor enforceable against or affecting the Assets that, if adversely resolved or determined, would have a material adverse effect on the Assets (a “Material Adverse Effect”) and there is no reasonable basis for any claim or action that, based upon the likelihood of Vendor in accordance with its being asserted and its success if asserted, would have such a Material Adverse Effectterms;
(d) the Vendor holds is the legal and beneficial owner of the Assets, free and clear of all encumbrances whatsoever, and is not a party to or has valid applications tendered for all permits, licenses, consents and authorities issued bound by any government contract or governmental authority which are necessary in connection with the ownership of any other obligation whatsoever that limits or impairs its ability to sell, transfer, assign or convey, or that otherwise affects, the Assets;
(e) the Vendor has good marketable title the right to convey the right, title, benefit and interest in the Assets to the Claims, which have been properly staked and located, all of which are recorded Purchaser in accordance with applicable laws and regulations of the Country of Chile and applicable laws thereto, and such Claims are in good standingmanner provided herein;
(f) the Vendor is the registered owner of the Domain Names and all required work commitments on fees or other costs associated with maintaining the Claims required under applicable laws and regulations registration of the Domain Names have been satisfied by paid as at the Vendor to date of this Agreement and the end registration of <>the Domain Names is in good standing with Network Solutions, 2011Inc.;
(g) except for no person other than the Permitted Encumbrances, there is no adverse claim Purchaser has been granted any interest in or challenge against or right to the Vendor’s ownership of the Assets nor, to the knowledge of the Vendor, is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase the Assets use all or any portion thereof and no person or company other than the Vendor has any proprietary or possessory interest in the Assets or any right whatsoever capable of becoming any of the foregoingAssets;
(h) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or expenditures with respect to the Assets and the conduct best of operations related theretotheir knowledge, the Vendor has not received any notice Vendor's use and sale of the same and Assets does not infringe upon, or induce or contribute to the Infringement of, the intellectual property rights, domestic or foreign, of any other person;
(i) to the best of their knowledge, the Vendor is not aware of any basis on which any such orders specific claim of infringement (or directions could be made;
(i) there are no outstanding orders the inducing of or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect contribution to the Assets and infringement) of any intellectual property rights of any other person arising from the conduct use of the operations related theretoDomain Names, and nor has the Vendor has not received any notice of same and is not aware that the use of any basis on which of the Domain Names infringes upon or breaches any such orders or direction could be madeintellectual property rights of any other person;
(j) the Vendor’s ownership Material Contracts listed on Schedule "C" to this Agreement constitute all of the material contracts and agreements of the Vendor related to the Assets is and the Material Contracts are in compliance with, is good standing in all respects and not in default or violation in any material respect under, and the Vendor has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation in connection with the Vendor’s ownership of the Assets;
(k) the Vendor has duly filed all reports and returns required to be filed with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement and all of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the knowledge of the Vendor, threatened, and none of them will be adversely affected by the entry into this Agreement or the consummation of the Sale;
(l) the Vendor has complied with all applicable laws, statutes, bylaws, decrees, rulings, orders, judgments and regulations relating to the work it has conducted in respect of the Assets, including environmental laws;
(m) the Vendor has held the Assets in material compliance with all laws, rules, statutes, ordinances, orders and regulations and the Vendor has not received any notice of any violation thereof, nor is the Vendor aware of any valid basis therefore;
(n) there is no adverse claim or challenge against or to the ownership of or title to any part of the Assets and, to the knowledge of the Vendor, there is no basis for such adverse claim or challenge which may affect the Assets;
(o) there are no actual or pending proceedings for, and the Vendor is unaware of any basis for, the institution of any proceedings leading to the placing of the Vendor in bankruptcy or subject to any other laws governing the affairs of insolvent parties;
(p) no filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation of the Sale contemplated by this Agreement or to enable the Purchaser to purchase the Assets on the Closing Date;
(q) the Vendor acknowledges that all material knowledge and information in its possession concerning the Assets has been conveyed to the Purchaser;
(r) the Claims are not subject to any mining royalties imposed by the Government of Chile, or any federal, provincial municipal or local authority;
(s) there are no mine workings or waste dumps or mine tailings on the Claims; and
(t) Gareste is not a Non-Arm’s Length Party to the Purchaserrespect.
3.2 The representations and warranties contained in Section 3.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more representations or warranties may be waived by the Purchaser in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in Section 3.1 will survive the Closing Date for a period of two years.
Appears in 1 contract
Vendor Representations and Warranties. 3.1 The Vendor represents and warrants to, and covenants with the Purchaser, and acknowledges that to the Purchaser is relying on such representations, warranties and covenants in entering into this Agreement thatas follows:
(a) Except for the Permitted Encumbrances, the Vendor is the sole legal registered and beneficial owner of a 100% undivided interest in and to the Claims and the sole legal and beneficial owner of the Exploration Data and Water RightsProperty, and, except for taxes or maintenance fees not yet paid for this year, the Assets are free and clear ofof all Encumbrances, Claims and fromdefects in title, all liens, security interests, charges and encumbrances (each, an “Encumbrance”) and are not subject to any judgment, order or decree in any lawsuit or proceedingother than the Permitted Encumbrances;
(b) neither the executionmineral titles comprising the Property have been duly and validly issued and acquired pursuant to all Applicable Laws in Ontario, delivery are currently in good standing up to and performance of this Agreement, nor including the consummation expiry dates set forth in Schedule A hereto and are in full compliance with Applicable Laws and the depiction and description of the Sale, will conflict with, result Property set forth herein (including in a violation of, cause a default under (with or without notice, lapse of time or bothSchedule A) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon the Assets or other instrument, permit, license, judgment, order , decree, statute, law, ordinance, rule or regulation applicable to the Assetsis true and correct;
(c) all Operations conducted on the Property to the date of this Agreement by or on behalf of the Vendor, and to the knowledge of the Vendor, there is by or on behalf of any previous owner of the Property or any Person who had an option or interest in respect of the Property, have been conducted in all material respects in accordance with all Applicable Laws and conditions on and relating to the Property are in compliance with Applicable Laws, and no basis for and there is no actioncondition exists or event has occurred which, suit, judgment, claim, demand with or proceeding outstanding without notice or pending, the passage of time or threatened against or affecting the Assets that, if adversely resolved or determinedboth, would have constitute a violation of or give rise to material adverse effect on the Assets (a “Material Adverse Effect”) and there is no reasonable basis for liability under any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Material Adverse EffectApplicable Law;
(d) there has been no spill, discharge, leak, emission, ejection, escape, dumping, or any release or threatened release of any kind, of any Substance from, on, in or under the Vendor holds Property or into the environment, nor has valid applications tendered for all permitsany Substance or waste been treated on or disposed of, licensesor is located or stored on the Property, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership as a result of the Assetsactivities by or on behalf of the Vendor, or to the knowledge of the Vendor, by or on behalf of any previous owner of the Property or any Person who had an option or interest in respect of the Property, except if expressly permitted by, and in compliance with, Applicable Law;
(e) the Vendor has good marketable title all required approvals and authorizations to grant the Option to the ClaimsPurchaser, which have been properly staked and located, all of which are recorded to transfer a 100% interest in the Property and Miscellaneous Interests to the Purchaser in accordance with applicable laws and regulations of the Country of Chile and applicable laws thereto, and such Claims are in good standingterms hereof;
(f) all required work commitments on except for the Claims required Permitted Encumbrances and the rights of the Purchaser under applicable laws and regulations have been satisfied by this Agreement, the Vendor has not done any act or suffered or permitted any action to be done whereby any Person may acquire any interest in or to (or otherwise deal with) the end Property or Miscellaneous Interests or in the Minerals or other products to be produced or removed from the Property, including, without limitation, any royalty or payment in the nature of <>, 2011rent;
(g) except for no Person has any right under proprietary, possessory, preferential, pre-emptive or first purchase rights or otherwise to acquire any interest in or to (or otherwise deal with) the Permitted EncumbrancesProperty or Miscellaneous Interests or Minerals or other products to be produced or removed from the Property, or that might be triggered by virtue of this Agreement or the transactions contemplated hereby;
(h) there is no adverse claim actual, threatened or, to the knowledge of the Vendor, contemplated Claim or challenge against or relating to the Vendor’s ownership of the Assets norProperty, nor to the knowledge of the Vendor, is there any basis thereforetherefor, and there is not presently outstanding against the Vendor, nor to the knowledge of the Vendor, against any previous owner of the Property or any Person who had an option or interest in respect of the Property, any judgment, decree, injunction, rule or order of any court, Governmental Authority or arbitrator which would have an effect upon the Property;
(i) subject to any limitations imposed by Applicable Law, the Vendor has access to the Property to enable it to explore for Minerals and develop a mining project thereon, and the terms of the mineral titles comprising the Property and Applicable Law permit full, legal, binding and valid consent to access the surface area covered by the Property and to carry out all actions contemplated under the scope of this Agreement (including, but not limited to, conducting Operations on the Property);
(j) the Property does not lie within any legacy claim, crown grant, privately held mineral rights, protected area, rescued area, reserve, reservation, reserved area, environmental or historic protected area as designated by any Governmental Authority having jurisdiction, that would materially and adversely impair the exploration for Minerals or other Operations on the Property, and the Property does not lie within any other lands in which mineral rights cannot be acquired;
(k) there are no Claims, asserted, existing or pending made by or on behalf of any Aboriginal Peoples relevant to the Property or any lands included in the area of the Property or the Vendor (other than the general claim made by the Aboriginal Peoples concerning their traditional land) nor to the knowledge of the Vendor, is there any basis therefor;
(l) neither the Vendor, nor to the knowledge of the Vendor, any previous owner of the Property or any Person who had an option or interest in respect of the Property, has notice, or knowledge of, any proposal to terminate or vary the terms of, or rights attaching to, the mineral titles comprising the Property from any Governmental Authority, of any challenge to the Vendor’s right, title or interest in the Property or of any actual or alleged breach of any Applicable Laws, and there are no outstanding agreements orders, directions or options to acquire or purchase the Assets or any portion thereof and no person or company other than the Vendor has any proprietary or possessory interest in the Assets or any right whatsoever capable of becoming any of the foregoing;
(h) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or expenditures with respect to the Assets and the conduct of operations related thereto, the Vendor has not received any notice of the same and the Vendor is not aware of any basis on which any such orders or directions could be made;
(i) there are no outstanding orders or directions actions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Assets and Property or the conduct of the operations business, including any Operations, related thereto, and to the Vendor has not received any notice of same and is not aware of any basis on which any such orders or direction could be madeProperty;
(jm) all work or expenditure obligations applicable to the Vendor’s ownership Property, all statements and reports of the Assets is work or expenditures all rentals, duties, taxes, assessments, payments, fees and other governmental charges applicable to, or imposed on, the mineral titles comprising the Property and any other requirements to be paid, satisfied or filed to keep the mineral titles comprising the Property in compliance withgood standing have been paid, is not in default satisfied or violation in any material respect under, filed and have satisfied the Vendor has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation in connection with the Vendor’s ownership of the AssetsGovernmental Authority;
(kn) the Vendor is not a party to or bound by any guarantee, indemnification, surety or similar obligation pertaining to the Property and, except for this Agreement, no Contracts have been entered between or on behalf of the Vendor and/or any other Person with respect to (or that may affect) the Property;
(o) the Vendor is a resident of Canada for the purposes of the Tax Act; and
(p) the Vendor has duly filed made available to the Purchaser all reports material maps, assays, surveys, drill logs, samples, metallurgical, geological, geophysical, geochemical and returns required to be filed with governmental authorities and has obtained all governmental permits engineering data and other governmental consents, except as may be required after Operations records within its control (or the execution control of this Agreement an Affiliate or any Person that conducted Operations on behalf of the Vendor) in respect of the Property and all information supplied to the Purchaser or its advisors or its personnel in the course of such permits and consents are the due diligence review in full force and effect, and no proceedings for respect of the suspension or cancellation of any of them, and no investigation relating to any of themtransactions contemplated by this Agreement, is pending or to the knowledge of the Vendor, threatened, accurate and none of them will be adversely affected by the entry into this Agreement or the consummation of the Sale;
(l) the Vendor has complied with all applicable laws, statutes, bylaws, decrees, rulings, orders, judgments and regulations relating to the work it has conducted correct in respect of the Assets, including environmental laws;
(m) the Vendor has held the Assets in material compliance with all laws, rules, statutes, ordinances, orders and regulations and the Vendor has not received any notice of any violation thereof, nor is the Vendor aware of any valid basis therefore;
(n) there is no adverse claim or challenge against or to the ownership of or title to any part of the Assets and, to the knowledge of the Vendor, there is no basis for such adverse claim or challenge which may affect the Assets;
(o) there are no actual or pending proceedings for, and the Vendor is unaware of any basis for, the institution of any proceedings leading to the placing of the Vendor in bankruptcy or subject to any other laws governing the affairs of insolvent parties;
(p) no filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation of the Sale contemplated by this Agreement or to enable the Purchaser to purchase the Assets on the Closing Date;
(q) the Vendor acknowledges that all material knowledge aspects and information does not contain any untrue statement of material fact or omit to state any material fact necessary in its possession concerning order to make the Assets has been conveyed to the Purchaser;
(r) the Claims are statements contained therein not subject to any mining royalties imposed by the Government of Chile, or any federal, provincial municipal or local authority;
(s) there are no mine workings or waste dumps or mine tailings on the Claims; and
(t) Gareste is not a Non-Arm’s Length Party to the Purchasermisleading.
3.2 The representations and warranties contained in Section 3.1 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more representations or warranties may be waived by the Purchaser in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in Section 3.1 will survive the Closing Date for a period of two years.
Appears in 1 contract
Samples: Option Agreement
Vendor Representations and Warranties. 3.1 The Vendor represents and warrants to, and covenants with the Purchaser, and acknowledges that the Purchaser is relying on such representations, warranties and covenants in entering into this Agreement to Wave Uranium that:
(a) Except for to the Permitted Encumbrances, the Vendor is the sole legal and beneficial owner of a 100% interest in the Claims and the sole legal and beneficial owner best of the Exploration Data Vendor’ knowledge, information and Water Rightsbelief the mining claims comprising the Property are accurately described in Exhibit A, andhave been properly and legally staked, except for taxes or maintenance fees not yet paid for this yearrecorded and tagged, are presently in good standing under the Assets laws of the jurisdiction in which they are located, and are free and clear of, and from, of all liens, security interests, charges and encumbrances (each, an “Encumbrance”) and are not subject to any judgment, order or decree in any lawsuit or proceedingencumbrances;
(b) neither the execution, delivery Vendor has the exclusive right to enter into this Agreement and performance to dispose of an interest in the Property in accordance with the terms of this Agreement, nor the consummation of the Sale, will conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon the Assets or other instrument, permit, license, judgment, order , decree, statute, law, ordinance, rule or regulation applicable to the Assets;
(c) to the knowledge Vendor is the legal and beneficial Vendor of the Vendor, there is no basis for and there is no action, suit, judgment, claim, demand or proceeding outstanding or pending, or threatened against or affecting the Assets that, if adversely resolved or determined, would have a material adverse effect on the Assets (a “Material Adverse Effect”) and there is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Material Adverse EffectProperty described in Exhibit A;
(d) the Vendor holds or has valid applications tendered for all permits, licenses, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership of the Assets;
(e) the Vendor has good marketable title to the Claims, which have been properly staked and located, all of which are recorded in accordance with applicable laws and regulations of the Country of Chile and applicable laws thereto, and such Claims are in good standing;
(f) all required work commitments on the Claims required under applicable laws and regulations have been satisfied by the Vendor to the end of <>, 2011;
(g) except for the Permitted Encumbrances, there is no adverse claim or challenge against or to the Vendor’s ownership of the Assets nor, to the knowledge of the Vendor, is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase the Assets or any portion thereof and no person or company other than the Vendor has any proprietary or possessory interest in the Assets or any right whatsoever capable of becoming any of the foregoing;
(h) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or expenditures with respect to the Assets and the conduct of operations related thereto, the Vendor has not received any notice of the same and the Vendor is not aware of any basis on which any such orders or directions could be made;
(i) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Assets and the conduct of the operations related thereto, and the Vendor has not received any notice of same and is not aware of any basis on which any such orders or direction could be made;
(j) the Vendor’s ownership of the Assets is in compliance with, is not in default or violation in any material respect under, and the Vendor has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation in connection with the Vendor’s ownership of the Assets;
(k) the Vendor has duly filed all reports and returns required to be filed with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement and all of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the knowledge of the Vendor, threatened, and none of them will be adversely affected by the entry into this Agreement or the consummation of the Sale;
(l) the Vendor has complied with all applicable laws, statutes, bylaws, decrees, rulings, orders, judgments and regulations relating to the work it has conducted in respect of the Assets, including environmental laws;
(m) the Vendor has held the Assets in material compliance with all laws, rules, statutes, ordinances, orders and regulations and the Vendor has not received any notice of any violation thereof, nor is the Vendor aware of any valid basis therefore;
(n) there is no adverse claim or challenge against or to the ownership of or title to any part of the Assets andmining claims comprising the Property, nor to the knowledge of the Vendor is there any basis therefor or interest therein, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and no person other than the Vendor, there is no basis for such adverse claim pursuant to the provisions hereof, has any royalty or challenge which may affect other interest whatsoever in production from any of the Assetsmining claims comprising the Property;
(oe) there no proceedings are no actual or pending proceedings for, for and the Vendor is unaware of any basis for, for the institution of any proceedings leading to the placing of the Vendor in into bankruptcy or subject to any other laws governing the affairs of insolvent partiespersons;
(pf) no filing or registration to the best of the Vendor’ knowledge, information and belief, the Property and its existing and prior uses comply and have at all times complied with, no notice to and no permitthe Vendor is not in violation of, authorizationand has not violated, consentin connection with the ownership, use, maintenance or approval of any public or governmental body or authority or other person or entity is necessary for the consummation operation of the Sale contemplated by this Agreement Property, any material applicable federal, provincial, municipal or local laws, regulations, orders or approvals relating to enable the Purchaser to purchase the Assets its operations on the Closing DateProperty and environmental or similar matters;
(q) the Vendor acknowledges that all material knowledge and information in its possession concerning the Assets has been conveyed to the Purchaser;
(r) the Claims are not subject to any mining royalties imposed by the Government of Chile, or any federal, provincial municipal or local authority;
(sg) there are no mine workings orders or waste dumps directions relating to environmental or mine tailings similar matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the business related thereto, nor has the Vendor received any notice of such;
(h) no hazardous or toxic materials, substances, pollutants, contaminants or wastes have been released into the environment, or deposited, discharged, placed or disposed of at, on or near the Property as a result of the Vendor’s operations carried out on the Claims; and
(t) Gareste is not a Non-Arm’s Length Party Property, nor, to the Purchaser.
3.2 The representations and warranties contained in Section 3.1 are provided for the exclusive benefit best of the PurchaserVendor's knowledge, and a breach have any of any one or more representations or warranties may be waived by the Purchaser in whole or in part above occurred nor has the Property been used at any time without prejudice to its rights in respect by any person as a person as a landfill or waste disposal site;
(i) no notices of any other breach violation or apparent violation of any of the same matters referred to in subparagraphs (g) and (h) relating to the Property or its use have been received by the Vendor; and,
(j) There are no writs, injunctions, orders or judgments outstanding, no law suits, claims proceedings or investigations pending or threatened, relating to the use, maintenance or operation of the Property, whether related to environmental or similar matters, or otherwise, nor, to the knowledge of the Vendor, is there any other representation basis for such law suits, claims, proceedings or warranty, and the representations and warranties contained in Section 3.1 will survive the Closing Date for a period of two yearsinvestigations being instituted or filed.
Appears in 1 contract
