REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 11.1 Optionee hereby confirms, that this Option is and the Option Shares will be acquired for investment for the Optionee’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise distributing such Option Shares. Optionee further represents that he does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to any Person, with respect to this Option or any of the Option Shares. 11.2 Optionee has had an opportunity to ask questions of and receive answers from the Company regarding business, management and financial affairs of the Company and the terms and conditions of the offering of the this Option and the Option Shares. 11.3 Optionee understands that this Option is and the Option Shares not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Optionee’s representations as expressed herein. Optionee understands that this Option is and the Option Shares are “restricted securities” under applicable federal and state securities laws and that, pursuant to these laws, the Optionee must hold this Option is and the Option Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Optionee acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Option and the Option Shares, and on requirements relating to the Company that are outside of the Optionee’s control, and which the Company is under no obligation and may not be able to satisfy. 11.4 Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 3.01 The Optionee represents and warrants to the Optionor that: (a) it has been duly incorporated under the laws of the Province of British Columbia, validly exists as a corporation in good standing under the laws of the Province of British Columbia and is registered as an extra provincial corporation in the Province of Manitoba; (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will 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 encumbrance under the provisions of, its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject; and (c) no proceedings are pending for, and it is not aware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or the placing of it in bankruptcy or subject to any laws governing the affairs of insolvent persons. 3.02 The Optionee acknowledges that the representations and warranties set forth in paragraph 3.01 hereof form a part of this Agreement and are conditions upon which the Optionor has relied in entering into this Agreement, and that these representations and warranties shall survive the acquisition of any interest in the Property hereunder by the Optionee. 3.03 The parties also acknowledge and agree that the representations and warranties set forth in paragraph 3.01 hereof are provided for the exclusive benefit of the Optionor, and a breach of any one or more thereof may be waived by the Optionor 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.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 5.01 As of the date of this Agreement, and at the Closing, the Optionee represents and warrants to the Optionors that: (a) it has been duly incorporated and validly exists as a corporation in good standing under the laws of the Province of British Columbia, and in each jurisdiction in which it carries on business or holds assets, and is up-to-date in its corporate filings with all applicable regulatory authorities; (b) it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will 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 encumbrance under the provisions of, the Articles or the constating documents of the Optionee or any shareholders or directors resolution, indenture, agreement or other instrument whatsoever to which the Optionee is a party or by which it is bound; (c) no proceedings are pending for, and the Optionee is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding-up or placing it in bankruptcy or subject to any other laws governing the affairs of insolvent companies; (d) it has power and authority to carry on its business; (e) neither the execution and delivery of this Agreement, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party; (f) it will diligently and in good faith perform its duties and obligations under this Agreement; (g) the execution and delivery of this Agreement contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents; (h) the Optionee acknowledges having been provided by the Optionors and ▇▇▇▇▇▇▇ with a written description and divulgation of all past environmental issues associated with the Property, and being given free and unrestricted access to the counsel of ▇▇▇▇▇▇▇ to obtain all explanations that the Optionee saw fit in relation to said issues and any possible proceedings resulting therefrom, including but not limited to a proposed ordinance from the Minister of Natural Resources, Quebec (May 25, 2005) concerning the possible presence of tailings on the surface of the Property which has been provided to the Optionee; ...

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. The Optionee hereby represents and warrants to the Fund as follows:

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. 7.1 The Optionee represents and warrants to the Optionor that: (a) it has full corporate power and authority to enter into this Option Agreement; (b) the entering into of this Option Agreement does not conflict with any applicable laws or with its charter documents nor does it conflict with, or result in a breach of, or accelerate the performance required by any contract or other commitment to which it is party or by which it is bound. 7.2 The representations and warranties hereinbefore set out are conditions upon which the Optionor has relied in entering into this Option Agreement and shall survive the exercise of the Option and the Optionee will indemnify and save the Optionor harmless from all losses, damages, costs, actions and suits arising out of or in connection with any breach of any representation or warranty made by it and contained in this Option Agreement.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. The Optionee ---------------------------------------------- hereby represents and warrants to, and agrees with, the Corporation that as of the date hereof: (a) Optionee has the requisite legal capacity to execute and deliver this Agreement, to perform its, his or her other obligations hereunder and to carry out the transactions contemplated hereby. (b) Optionee is acquiring and shall acquire the shares of Common Stock issuable upon exercise of the Options, for Optionee's own account and not with a view towards the distribution thereof in violation of applicable Federal and state securities laws. (c) Optionee acknowledges and agrees that (a) Optionee must bear the economic risk of the investment in the shares of Common Stock issuable upon exercise of the Options, which may not be sold by Optionee unless registered under the 1933 Act or an exemption therefrom is available thereunder and (b) the Corporation is under no obligation to register the Options or the shares of Common Stock issuable upon exercise of the Options for sale under the 1933 Act. (d) Optionee has had both the opportunity to ask questions and receive answers from the officers and directors of the Corporation and all persons acting on the Corporation's behalf concerning the terms and conditions of the Options and this Agreement. (e) Optionee is aware that the Corporation shall place stop transfer orders with its transfer agent against the transfer of the shares of Common Stock issuable upon exercise of the Options in the absence of registration under the 1933 Act or exemption therefrom as provided herein.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. The Optionee represents and warrants to the Grantor, that:

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. The Optionee hereby represents and warrants as follows and hereby acknowledges and confirms that the Optionor is relying upon such representations and warranties in connection with the Exchange Option: (a) the Optionee is not insolvent, has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against its, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have its self declared bankrupt or to wind-up, taken any proceeding to have a receiver appointed over any part of its assets, had any encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its property.

REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. The Optionee represents, warrants and covenants to and in favour of the Optionor and the Securityholders the representations and warranties as set out at Schedule “G”, and acknowledges that the Optionor and Securityholders are relying upon such representations, warranties and covenants in proceeding with the transactions contemplated by this Agreement.