REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE Sample Clauses
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of the Company;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company Information;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or o...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee represents and warrants to and covenants with the Optionor that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee represents, warrants and covenants to and with the Optionor that:
(a) the Optionee is a company duly organized validly existing and in good standing under the laws of Nevada;
(b) the Optionee has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;
(c) neither the execution and delivery of this Agreement, nor any of the agreements referred to herein or contemplated hereby, 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;
(d) the execution and delivery of this Agreement and the agreements 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;
(e) this Agreement constitutes a legal, valid and binding obligation of the Optionee; and
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. All representations and warranties made in this Agreement by the Optionee shall be true and correct in all respects on the date when made and on and as of the date of the Effective Time (the “Closing Date”) with the same effect as if made on and as of the Closing Date, and the Optionee shall have performed or complied in all respects with all covenants and agreements to be performed by the Optionee under this Agreement at or prior to the Closing Date.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director, officer, or employee of the Company or a subsidiary of the Company;
(b) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(c) the Optionee has received and carefully read this Agreement;
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is resident in the United States;
(b) the Optionee has received and carefully read this Agreement and the Questionnaire;
(c) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(d) the acquisition of the Securities by the Optionee as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Optionee;
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 6.1 The Optionee represents, warrants and covenants to and with the Optionor that:
(a) the Optionee is a company duly organized validly existing and in good standing under the laws of Colorado;
(b) the Optionee has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;
(c) neither the execution and delivery of this Agreement, nor any of the agreements referred to herein or contemplated hereby, 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;
(d) the execution and delivery of this Agreement and the agreements 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;
(e) this Agreement constitutes a legal, valid and binding obligation of the Optionee; and
(f) during the Option Period, and subject to the obligation of the Optionee to cause the Optionor to issue shares to Minquest Inc. from time to time under the Minquest Option Agreement, the Optionor will keep the Property and the Minquest Option in good standing, free and clear of all liens, charges and encumbrances, will carry out all Mining Operations on the Property in a miner-like fashion and will obtain all necessary licenses and permits.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee represents and warrants to and covenants with the Optionors that: (i) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuation; (ii) it is lawfully authorized to hold mineral claims and real property under the laws of the jurisdiction in which the Property is situate; (iii) 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 transactions 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 or to which it or the Property may be subject; and (iv) no proceedings are pending for, and the Optionee is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of the Optionee or the placing of the Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent corporations.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee and the Executive each represent, warrant and covenant to the Company, both as of the date hereof and upon exercise of this Stock Option from time to time, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE