Representations and Warranties and Acknowledgements Clause Samples

Representations and Warranties and Acknowledgements. 2.1 The Optionee represents and warrants to the Optionors that, as of the date of the restatement of this Agreement: (a) the Optionee is a corporation duly incorporated and validly existing pursuant to the laws of British Columbia; (b) the Optionee currently has its shares quoted for trading on the Canadian Trading & Quotation System, commonly known as the “CNQ”; (c) the Optionee is a reporting issuer under the United States Securities and Exchange Act of 1934 and the shares of the Optionee are quoted for trading on the United States Over the Counter Bulletin Board, commonly known as “OTCBB”; (d) the Optionee has full power and absolute authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement and has received all written Authorizations or approvals required to grant the rights and to enter into and perform this Agreement; (e) the execution and delivery of the Agreement and the exercise by the Optionee of the rights granted under the Agreement will not conflict with or be in contravention of any law, regulation or order of any government, government department or other competent authority or conflict with rights of third parties or result in a breach of or default under any agreement or other instrument of obligation to which the Optionee is a party or by which the Optionee may be bound; and (f) the Agreement will constitute a legal, valid and binding obligation of the Optionee. 2.2 The Optionors represent and warrant to the Optionee that as of the date of the restatement of this Agreement: (a) the Optionor is a corporation duly incorporated and validly existing pursuant to the laws of British Columbia and is in good standing with respect to filing of its Annual Reports; (b) the Optionor Sub is a corporation duly incorporated pursuant to the laws of Nevada and is in good standing with respect to filing of its Annual List of Directors, Officers and Resident Agent with the Secretary of State of Nevada; (c) the Underlying Golden Arc Option Agreement is in good standing and enforceable in accordance with its terms; (d) the Golden Arc Claims have been duly and validly located, staked and recorded, are accurately described in Schedule "A2", are presently in good standing under the laws of the jurisdiction in which they are located and, except as set forth herein, are free and clear of all Encumbrances; (e) the Initial Additional Claims have been duly and validly located, stak...
View SourceView Similar (2)
Representations and Warranties and Acknowledgements 
View SourceView Similar (4)

Related to Representations and Warranties and Acknowledgements

  • Representations, Warranties and Acknowledgments 11.1 Acknowledgments by DB Contractor 11.1.1 To the extent of the Maintenance Services, DB Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained Elements. 11.1.2 DB Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build Contract; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Contractor shall not be entitled to (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities.

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer. (b) The Executive hereby represents that, except as he has disclosed in writing to the Company, he is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of the Executive’s employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. (c) The Executive further represents that, to the best of his knowledge, his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement with another party, including without limitation any agreement to keep in confidence proprietary information, knowledge or data the Executive acquired in confidence or in trust prior to his employment with the Company, and that he will not knowingly disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. (d) The Executive acknowledges that he will not be entitled to any consideration or reimbursement of legal fees in connection with execution of this Agreement. (e) The Executive hereby represents and agrees that, during the Restricted Period, if the Executive is offered employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee, independent consultant, contractor, advisor or otherwise, the Executive will inform the offeror of the existence of Sections 10, 11, 12 and 13 of this Agreement and provide the offeror a copy thereof. The Executive authorizes the Company to provide a copy of the relevant provisions of this Agreement to any of the persons or entities described in this Section 24(e) and to make such persons aware of the Executive’s obligations under this Agreement.

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of Customer The Customer represents and warrants to the Transfer Agent that: