Representations and Warranties of Optionor. The Optionor represents and warrants to the Optionee that: (a) it is a company duly incorporated and is validly subsisting under the laws of the jurisdiction of its incorporation or organization; (b) it has full legal power, capacity 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, and under the laws of Ontario, is legally entitled to hold the Property and all mineral claims comprised therein; (c) it has duly obtained all consents and authorizations (except as specifically provided for herein) which may be required for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated shall not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any liens, charges and encumbrances under the provisions of any indenture, agreement or other instrument whatsoever to which the Optionor is a party or by which it is bound or to which it may be subject; (d) it has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Optionee, enforceable against it in accordance with the Agreement's terms, except where such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to equitable remedies that may be granted in the discretion of a court of competent jurisdiction; (e) no proceedings are pending and it is not aware of any basis for the institution of any proceedings leading to the placing of such party into bankruptcy or subject to any other laws governing the affairs of insolvent persons; (f) the Optionor is and, at the time of the transfer to the Optionee of an interest in the mineral claims comprising the Property, the Optionor shall be the sole legal and beneficial owner of all of the claims comprising the Property, free and clear of all any liens, charges and encumbrances of third parties and no taxes or rentals are due in respect of any thereof; (g) the Optionor holds a 100% undivided legal and beneficial interest in and to the Property and is the recorded holder of the Property; (h) the mineral claims comprising the Property (i) have been duly and validly located and recorded pursuant to the Mining Act; (ii) are in good standing, including with respect to property or mineral tax requirements, on the Effective Date and until the dates set opposite the respective names thereof in Schedule "A"; and (iii) are accurately described in Schedule "A"; (i) the Mining Rights associated with the Property are valid and subsisting; (j) there is no adverse claim or challenge against or to the ownership of or title to the Property, nor to the knowledge of the Optionor after due inquiry is any of the foregoing pending or threatened nor is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in production from any portion of the Property; (k) there is no outstanding directive, order or similar notice issued by any Governmental Entity, including agencies responsible for environmental matters, affecting the Property or the Optionor nor to the knowledge of the Optionor is there any basis therefor or any reason to believe that such an order, directive or similar notice is pending; (l) all work carried out on the Property by or under the direction of the Optionor has been done in full compliance with all applicable laws and regulations (including Environmental Laws) and it has no reason to believe that all prior work carried out on the Property by third parties has not been done in full compliance with all applicable laws and regulations and there are no environmental conditions existing on the Property to which any material remedial action is required or any material liability has or may be imposed under applicable Environmental Laws; (m) to its knowledge, the Property does not lie within any protected area, rescued area, reserve, reservation, reserved area or special needs lands as designated by any governmental authority having jurisdiction, that would materially impair the development of a mining project on such land; (n) to its knowledge, there are no outstanding work orders or, to its knowledge, actions required to be taken relating to environmental matters respecting the Property or any operations carried out on the Property; (o) to its knowledge, no toxic or hazardous substance or waste has been treated on or is now stored on the Property, and there has been no material spill, discharge, leak, emission, ejection, escape, dumping, or any release or threatened release of any kind, of any toxic or hazardous substance or waste (as defined by any applicable Environmental Law) from, on, in or under the Property or into the environment, except releases permitted or otherwise authorized by Environmental Laws; and (p) to its knowledge, there are no pending or ongoing actions taken by or on behalf of any native or indigenous persons pursuant to the assertion of any land claims with respect to lands included in the Property.
Appears in 2 contracts
Sources: Property Option Agreement, Option Agreement
Representations and Warranties of Optionor. The Optionor represents and warrants to the Optionee that:
(a) it is a company duly incorporated and is validly subsisting under the laws of the jurisdiction of its incorporation or organization;
(b) it she has full legal power, capacity 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 her obligations and duties hereunder, and under the laws of OntarioBritish Columbia, is legally entitled to hold the Property and all mineral claims comprised therein;
(cb) it she has duly obtained all consents and authorizations (except as specifically provided for herein) which may be required for the execution of this Agreement and for the performance of this Agreement by ither, and the consummation of the transaction herein contemplated shall not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any liens, charges and encumbrances under the provisions of any indenture, agreement or other instrument whatsoever to which the Optionor is a party or by which it she is bound or to which it she may be subject;
(dc) it she has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Optionee, enforceable against it her in accordance with the Agreement's terms, except where such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to equitable remedies that may be granted in the discretion of a court of competent jurisdiction;
(ed) no proceedings are pending and it she is not aware of any basis for the institution of any proceedings leading to the placing of such party into bankruptcy or subject to any other laws governing the affairs of insolvent persons;
(fe) the Optionor is and, at the time of the each transfer to the Optionee of an interest in the mineral claims comprising the Property, the Optionor shall be the sole legal and beneficial owner of all of the claims comprising the Property, free and clear of all any liens, charges and encumbrances of third parties and no taxes or rentals are due in respect of any thereof;
(gf) the Optionor holds a 100% undivided legal and beneficial interest in and to the Property and is the recorded holder of the Property;
(hg) the mineral claims comprising the Property (i) have been duly and validly located and recorded pursuant to the Mining Act; Mineral Tenure Act (ii) British Columbia), and are in good standing, including with respect to property or mineral tax requirements, standing in the office of the Mining Recorder on the Effective Date and until the dates set opposite the respective names thereof in Schedule "A"; and (iii) are accurately described in Schedule "A";
(i) the Mining Rights associated with the Property are valid and subsisting;
(jh) there is no adverse claim or challenge against or to the ownership of or title to the Property, nor to the knowledge of the Optionor after due inquiry is any of the foregoing pending or threatened nor is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in production from any portion of the Property;
(ki) there is no outstanding directive, order or similar notice issued by any Governmental Entity, including agencies responsible for environmental matters, affecting the Property or the Optionor nor to the knowledge of the Optionor after due inquiry is there any basis therefor or any reason to believe that such an order, directive or similar notice is pending;
(lj) all work carried out on the Property by or under the direction of the Optionor has been done in full compliance with all applicable laws and regulations (including Environmental Laws) and it she has no reason to believe that all prior work carried out on the Property by third parties has not been done in full compliance with all applicable laws and regulations and there are no environmental conditions existing on the Property to which any material remedial action is required or any material liability has or may be imposed under applicable Environmental Laws;
(mk) to its her knowledge, the Property does not lie within any protected area, rescued area, reserve, reservation, reserved area or special needs lands as designated by any governmental authority having jurisdiction, that would materially impair the development of a mining project on such land;
(nl) to its her knowledge, there are no outstanding work orders or, to its her knowledge, actions required to be taken relating to environmental matters respecting the Property or any operations carried out on the Property;
(om) to its her knowledge, no toxic or hazardous substance or waste has been treated on or is now stored on the Property, and there has been no material spill, discharge, leak, emission, ejection, escape, dumping, or any release or threatened release of any kind, of any toxic or hazardous substance or waste (as defined by any applicable Environmental Lawlaw) from, on, in or under the Property or into the environment, except releases permitted or otherwise authorized by Environmental Lawssuch law; and
(pn) to its her knowledge, there are no pending or ongoing actions taken by or on behalf of any native or indigenous persons pursuant to the assertion of any land claims with respect to lands included in the Property.
Appears in 1 contract
Sources: Property Option Agreement