Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that, as at the date of this Agreement and as at the date of the closing of the purchase of the Property: (a) the Vendor is the sole recorded and beneficial owner of an undivided 100% interest in and to the Property; (b) the Property is accurately described in Schedule “A” hereto; (c) the claims comprising the Property were properly staked, recorded and filed, as the case may be, with appropriate governmental agencies and (i) the Property is in good standing under the laws of the Province of British Columbia; (ii) all assessment work required to hold the claims comprising the Property has been performed and all governmental fees have been paid and all filings required to maintain the claims comprising the Property in good standing have been properly and timely recorded or filed with appropriate governmental agencies; and (iii) it has no knowledge of conflicting mineral claims; (d) the Vendor is the owner of a 100% legal and beneficial right, title and interest in and to the Property and the Property is free and clear of all Liens and there is no adverse claim or challenge to ownership of any of the Property, and there are no outstanding rights or options to acquire or purchase any of the Property or any third party royalties, net profits interests or similar interests relating to any of the Property; (e) the Vendor has the right to enter into this Agreement and to sell the Property in accordance with the terms of this Agreement, there are no disputes over the title to the Property, and no other party has any interest in the Property or the production therefrom or any right to acquire any such interest; (f) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property 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; (g) there has been no known spill, discharge, deposit, leak, emission or other release of any hazardous substance on, into, under or affecting any of the Property and no hazardous substance is stored in any type of container on, in or under any of the Property; (h) the Vendor has complied with all laws applicable to its activities on and in respect of each of the Property and without limiting the generality of the foregoing, it has not used any part of any Property, or permitted any part of the Property to be used to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process hazardous substances, and, to the best of the Vendor’s knowledge and belief, neither has any other person; and no claim comprising any of the Property is the subject of any investigation by any governmental authority evaluating whether any remedial action is needed to respond to a release of any hazardous substance into the environment; (i) the Vendor’s ownership of the Property 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 Property; (j) 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; (k) the Vendor has held the Property 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; (l) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the knowledge of the Vendor, there is no basis for such adverse claim or challenge which may affect the Property; (m) the Vendor has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto; and (n) the Vendor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Vendor enforceable against the Vendor.
Appears in 1 contract
Sources: Mineral Property Purchase Agreement
Vendor’s Representations and Warranties. The Vendor represents Vendors, jointly and/or severally, represent and warrants warrant to the Purchaser that, as at the date of this Agreement and as at the date of the closing of the purchase of the Property:
(a) the Vendor Corporation is a corporation duly incorporated, organized and subsisting under the sole recorded laws of Canada as a private company as that term is defined in the Securities Act (Ontario) with the corporate power to own, lease or operate all properties and beneficial owner of an undivided 100% interest in assets now owned, leased or operated by it and to carry on its business as now conducted and has made all necessary filings under all applicable corporate, securities and taxation laws or any other laws to which the PropertyCorporation is subject;
(b) the Property is accurately described in Schedule “A” heretoauthorized capital of the Corporation consists of an unlimited number of Class A Shares, an unlimited number of Class B Shares, and an unlimited number of Special Shares, of which 3,867,052 Class B Shares and 1,800,000 Special Shares have been validly issued and are outstanding as fully paid and non-assessable, and of which no Class A Shares are outstanding;
(c) the claims comprising rights, privileges, restrictions and conditions attached to the Property were properly stakedClass A Shares, recorded Class B Shares and filed, as the case may be, with appropriate governmental agencies and (i) the Property is in good standing under the laws Special Shares of the Province of British Columbia; (ii) all assessment work required to hold the claims comprising the Property has been performed and all governmental fees have been paid and all filings required to maintain the claims comprising the Property Corporation are as set out in good standing have been properly and timely recorded or filed with appropriate governmental agencies; and (iii) it has no knowledge of conflicting mineral claimsSchedule B attached hereto;
(d) the each Vendor is and at the Time of Closing will be the beneficial and registered owner of a 100% legal the respective number of Special Shares and beneficial rightClass B Shares set out, title and interest respectively adjacent to his or her name, in and to the Property and the Property is Part I of Schedule A hereto, free and clear of all Liens liens, charges, encumbrances and there is no adverse claim or challenge to ownership any other rights of any of the Property, and there are no outstanding rights or options to acquire or purchase any of the Property or any third party royalties, net profits interests or similar interests relating to any of the Propertyothers;
(e) the Vendor has the Vendors have good and sufficient power, authority and right to enter into into, deliver and perform this Agreement (including, without limitation, each of the related agreements attached as an exhibit hereto to which such Vendor is a party) and, at the Time of Closing, to transfer the legal and to sell beneficial title and ownership of the Property in accordance with Special Shares and the terms of this Agreement, there are no disputes over the title Exchangeable Shares to the PropertyPurchaser free and clear of all liens, charges, encumbrances and no any other party has rights of others without the necessity of any interest of the Vendors obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for such consents, approvals, authorizations, waivers and notices which have been obtained and are unconditional and are in the Property or the production therefrom or any right to acquire any full force and effect and such interestnotices which have been given;
(f) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures other than with respect to the Property Reorganization contemplated herein, there is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon:
(i) the Vendors to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Special Shares and the conduct Exchangeable Shares other than pursuant to the provisions of this Agreement, or
(ii) the Corporation to allot or issue any of the operations related thereto, and unissued shares of the Vendor has not received Corporation or to create any notice additional class of same and is not aware of any basis on which any such orders or direction could be madeshares;
(g) there has been no known spill, discharge, deposit, leak, emission or other release neither the entering into nor the delivery of any hazardous substance on, into, under or affecting this Agreement nor the completion of the transactions contemplated hereby by the Vendors will:
(i) constitute a violation of any of the Property and no hazardous substance provisions of the constating documents or by-laws of the Corporation;
(ii) conflict with, or constitute a breach or default under, or give rise to any right of termination, cancellation or acceleration under, any term or provision of any agreement or other instrument to which the Corporation or any Vendor is stored a party or by which the Corporation or any Vendor is bound, or an event which, with notice, lapse of time, or both, would result in any type such conflict, breach, default or right; or
(iii) constitute a violation of container onany applicable law, in rule, regulation, judgment, order or under decree applicable or relating to any of Vendor or the PropertyCorporation;
(h) the Vendor has complied with all laws applicable to its activities on and in respect of each audited financial statements of the Property Corporation, consisting of the Balance Sheet and statements of income, retained earnings and changes in financial position for the period ended on the Balance Sheet Date, together with the report of Payne Forman Kalli, ▇▇artered accountants, thereon and the notes thereto (hereinafter collectively referred to as the "Financial Statements"), a copy of which is attached hereto as Schedule C:
(i) are in accordance with the books and accounts of the Corporation as at the Balance Sheet Date,
(ii) are true and correct and present fairly the financial position of the Corporation as at the Balance Sheet Date,
(iii) have been prepared in accordance with generally accepted accounting principles consistently applied, and
(iv) present fairly all of the assets and liabilities of the Corporation as at the Balance Sheet Date including, without limiting the generality of the foregoing, it has not used any part of any Property, or permitted any part all contingent liabilities of the Property to be used to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process hazardous substances, and, to Corporation as at the best of the Vendor’s knowledge and belief, neither has any other person; and no claim comprising any of the Property is the subject of any investigation by any governmental authority evaluating whether any remedial action is needed to respond to a release of any hazardous substance into the environmentBalance Sheet Date;
(i) the Vendor’s ownership financial position of the Property Corporation is at least as good as the financial position of the Corporation as at the Balance Sheet Date, except as described on Schedule D; the Vendors shall ensure that the Corporation has a quick ratio of one (defined as the ratio of cash plus accounts receivable to current liabilities including tax liabilities and other long term liabilities created due to this transaction); the accounts receivable of the Corporation are good and collectible in the ordinary course of business; and product returns shall not exceed U.S.$26,661 on sales of the Corporation's products by the Purchaser for the three month period prior to the Closing Date (provided that the Vendors shall be entitled to conduct an audit if such returns exceed such amount);
(j) since the Balance Sheet Date the business of the Corporation has been carried on in its usual and ordinary course and the Corporation has not entered into any transaction out of the usual and ordinary course of business, except as described on Schedule D;
(k) since the Balance Sheet Date there has been no change in the affairs, business, prospects, operations or condition of the Corporation, financial or otherwise, whether arising as a result of any legislative or regulatory change, revocation of any licence or right to do business, fire, explosion, accident, casualty, labor dispute, flood, drought, riot, storm, condemnation, act of God, public force or otherwise, except changes occurring in the usual and ordinary course of business which have not materially adversely affected the affairs, business, prospects, operations or condition of the Corporation, financial or otherwise except as described on Schedule D;
(l) the Corporation is the owner with a good and marketable title, free and clear of all liens, charges, encumbrances and any other rights of others, of all assets shown or reflected on the Balance Sheet, except only such of the assets of the Corporation as have been disposed of in the usual and ordinary course of business since the Balance Sheet Date, and of all assets acquired by the Corporation since the Balance Sheet Date;
(m) all machinery and equipment owned or used by the Corporation has been properly maintained and is in compliance withgood working order for the purposes of ongoing operation, subject to ordinary wear and tear for machinery and equipment of comparable age;
(n) the tangible assets owned or used by the Corporation (i) are in good operating condition, order and repair, subject to ordinary wear and tear, and have been maintained in accordance with standard industry practice, (ii) are adequate for the purposes for which they are being used and are capable of being used in the business as presently being conducted without present need for repair or replacement except in the ordinary course of the business, and (iii) in the aggregate provide the capacity to enable the Corporation to engage in commercial operation on a continuous basis (subject to normal maintenance and repair outages in the ordinary course). All real and tangible personal property held by the Corporation under lease is held under a valid and binding lease agreement that is in full force and effect. The Corporation is not in default, and no notice of alleged default has been received by the Corporation, under any such lease and no lessor is in default or alleged to be in default thereunder.
(o) all of the inventories of the Corporation are of merchantable quality and reasonably fit for their usual purpose;
(p) there are no outstanding orders, notices or similar requirements relating to the Corporation issued by any building, environmental, fire, health, labor or police authorities or from any other federal, provincial or municipal authority and there are no matters under discussion with any such authorities relating to orders, notices or similar requirements;
(q) except as described on Schedule D, no single capital expenditure in excess of $1,000 or capital expenditures in the aggregate in excess of $10,000 have been made or authorized by the Corporation since the Balance Sheet Date;
(r) except as described on Schedule D, no dividends have been declared or paid on or in respect of any shares of the Corporation and no other distribution on any of its securities or shares has been made by the Corporation since the Balance Sheet Date and all dividends which to the date hereof have been declared or paid by the Corporation have been duly and validly declared or paid;
(s) the Corporation does not have any liability, obligation or commitment for the payment of income taxes, corporation taxes or any other taxes or duties of whatever nature or kind, or interest or penalties with respect thereto, except such as are disclosed in the Financial Statements or such taxes or duties not yet due or for which a filing or declaration related thereto is not yet required to be made as have arisen since the Balance Sheet Date in the usual and ordinary course of business and for which adequate provision in the accounts of the Corporation has been made, and the Corporation is not in arrears with respect to any required withholdings or installment payments of any tax or duty of any kind and has not filed any waiver for a taxation year of the Corporation under the Income Tax Act (Canada) or any other legislation imposing tax on the Corporation;
(t) the tax accounts of the Corporation as disclosed in Schedule E attached hereto are true and complete in all material respects and provide the undepreciated capital cost of all assets of the Corporation; the Vendors have made available to the Purchaser, to the extent requested by the Purchaser, all tax reports and returns of the Corporation for all periods ending prior to the date hereof. No Vendor has received notice of any tax deficiency outstanding, proposed or assessed against or allocable to the Corporation, nor has any Vendor executed any waiver of any statute of limitations on the assessment or collection of any tax or executed or filed under the Income Tax Act (Canada) or any other governmental body any agreement now in effect extending the period for assessment or collection of any taxes against the Corporation. There are no tax liens upon, pending against or, to the knowledge of Vendors, threatened against any asset;
(u) there are no outstanding liabilities against the Corporation except trade debts incurred in the usual and ordinary course of business;
(v) the Corporation is not a party to any contract or commitment outside the usual and ordinary course of business and is not a party to any contract or commitment extending for a period of time longer than one month or involving expenditures by the Corporation in the aggregate in excess of $10,000, except such contracts or commitments as are listed in Schedule F attached hereto;
(w) the Corporation 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 breach of any material violation of any statutecontract or commitment to which it is a party and there exists no condition, lawevent or act which, ordinance, regulation, rule, decree or other applicable regulation in connection with the Vendor’s ownership giving of the Property;
(j) 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 notice or lapse of this Agreement time or both would constitute such a default or breach and all of such permits contracts and consents commitments are in good standing and in full force and effecteffect without amendment thereto and the Corporation is entitled to all benefits thereunder;
(x) the Corporation is not a party to or bound by any guarantee, indemnification, surety or similar obligation;
(y) the Corporation is not a party to any lease or agreement in the nature of a lease for real or personal property, whether as lessor or lessee, except as are listed in Schedule G;
(z) the Corporation does not have any subsidiaries or agreements, options or commitments to acquire any shares or securities of any corporation or to acquire or lease any business operations, real property or assets;
(aa) there is no agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, for the purchase from the Corporation of its business or any of its assets other than in the usual and ordinary course of business;
(bb) the Corporation is not a party to or bound by any contract or commitment to pay any royalty, licence fee, consulting fee, contractor fee or management fee, except as disclosed on Schedule H;
(cc) the Corporation does not have any employment contract (verbal or written) with any person whomsoever except such contracts as are listed in Schedule I attached hereto and such Schedule truly and correctly sets out whether such contracts are in writing and the annual salary and the length of employment of each of the employees of the Corporation;
(dd) the Corporation is not bound by or a party to:
(i) any collective bargaining agreement, or
(ii) any benefit plan including, without limiting the generality of the foregoing, any pension plan maintained by or on behalf of the Corporation for any of its employees, except such agreements and plans as are listed in Schedule J attached hereto;
(ee) all benefit plans listed in Schedule J attached hereto have been duly registered where required by, and are in good standing under, all applicable legislation including, without limiting the generality of the foregoing, the Income Tax Act (Canada) and the Pension Benefits Act (Ontario) and all required employer contributions under any such plans have been made and the applicable funds have been funded in accordance with the terms thereof of the plans and no proceedings for past service funding liabilities exist thereunder; Schedule J sets out in detail the suspension benefit plans which have been registered and the amounts, if any, of employer contributions made to date;
(ff) no trade union, council of trade unions, employee bargaining agency or cancellation affiliated bargaining agent:
(i) holds bargaining rights with respect to any of the Corporation's employees by way of certification, interim certification, voluntary recognition, designation or successor rights,
(ii) has applied to be certified as the bargaining agent of any of themthe Corporation's employees, and no investigation relating or
(iii) has applied to any of them, is pending or have the Corporation declared a related employer pursuant to the knowledge Section 1(4) of the Vendor, threatened, and none of them will be adversely affected by the entry into this AgreementLabor Relations Act (Ontario);
(kgg) except as identified in Schedule D hereto and except for remuneration paid to employees in the usual and ordinary course of business and made at current rates of remuneration no payments have been made or authorized since the Balance Sheet Date by the Corporation to officers, directors or employees of the Corporation;
(hh) no director, former director, officer, shareholder or employee of the Corporation or any person not dealing at arm's length within the meaning of the Income Tax Act (Canada) with any such person is indebted to the Corporation, except such indebtedness as is disclosed in Schedule F attached hereto;
(ii) there are no claims, actions, suits or proceedings (whether or not purportedly on behalf of the Corporation) pending or threatened against or adversely affecting, or which could adversely affect, the Corporation or any of its assets, officers, directors, shareholders or employees, or before or by any federal, provincial, municipal or other governmental court, department, commission, board, bureau, agency or instrumentality, domestic or foreign, whether or not insured, and which might involve the possibility of any judgment or liability against the Corporation, except such actions, suits or proceedings as are disclosed in Schedule K attached hereto;
(jj) the Vendor has held Corporation is not conducting its business in any jurisdiction other than the Property Province of Ontario;
(kk) the Corporation is conducting its business in material compliance with all applicable laws, rules, statutesregulations, ordinancesnotices, approvals and orders of Canada and regulations and the Vendor has not received any notice of any violation thereof, nor is the Vendor aware of any valid basis therefore;
(l) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property andProvince of Ontario and all municipalities thereof in which its business is carried on, to the knowledge of the Vendor, there is no basis for such adverse claim or challenge which may affect the Property;
(m) the Vendor has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto; and
(n) the Vendor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Vendor enforceable against the Vendor.is
Appears in 1 contract
Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser Purchaser, which representations and warranties shall survive Closing by one year, that, as at the date of this Agreement and as at the date of the closing of the purchase of the Property:
(a) Vertility is a corporation duly incorporated, organized and subsisting under the Vendor laws of Ontario as a private company as that term is defined in the sole recorded and beneficial owner of an undivided 100% interest in Securities Act (Ontario) with the corporate power to own its assets and to carry on its business and has made all necessary filings under all applicable corporate, securities and taxation laws or any other laws to which the Propertycorporation is subject;
(b) The Vendor is the Property is accurately described in Schedule “A” heretosole owner of the Shares and the Shares are free and clear of all liens, charges, encumbrances and any other rights of others;
(c) the claims comprising the Property were properly stakedthere are no undisclosed outstanding orders, recorded notices or similar requirements relating to Vertility or any member thereof issued by any building, environmental, fire, health, labour or police authorities or from any other federal, provincial or municipal authority and filedthere are no matters under discussion with any such authorities relating to orders, as the case may be, with appropriate governmental agencies and (i) the Property is in good standing under the laws of the Province of British Columbia; (ii) all assessment work required to hold the claims comprising the Property has been performed and all governmental fees have been paid and all filings required to maintain the claims comprising the Property in good standing have been properly and timely recorded notices or filed with appropriate governmental agencies; and (iii) it has no knowledge of conflicting mineral claimssimilar requirements;
(d) no dividends have been declared or paid on or in respect of the Vendor is the owner of a 100% legal Shares and beneficial right, title and interest in and to the Property and the Property is free and clear of all Liens and there is no adverse claim or challenge to ownership of other distribution on any of the Property, and there are no outstanding rights its securities or options to acquire or purchase any of the Property shares has been made by Vertility or any third party royalties, net profits interests member thereof or similar interests relating to paid by Vertility or any of the Propertymember thereof have been duly and validly declared or paid;
(e) the Vendor Vendor, Vertility and each member thereof does not have any undisclosed liability, obligation or commitment for the payment of income taxes, corporation taxes or any other taxes or duties of whatever nature or kind, or interest or penalties with respect thereto, except such as are disclosed in their financial statements, or such taxes or duties not yet due as have arisen in the usual and ordinary course of business and for which adequate provision in the accounts of Vertility or any member thereof has the right to enter into this Agreement and to sell the Property in accordance with the terms of this Agreement, there are no disputes over the title to the Propertybeen made, and no other party has any interest in the Property or the production therefrom Vertility or any right member thereof is not in arrears with respect to acquire any such interestrequired withholdings or instalment payments of any tax or duty of any kind and has not filed any waiver for a taxation year of Vertility or any member thereof under the Income Tax Act (Canada) or any other legislation imposing tax on Vertility or any member thereof;
(f) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received and no member of Vertility is a party to any notice contract or commitment outside the usual and ordinary course of same business; and none is not aware of a party to or bound by any basis on which contract or commitment to pay any such orders royalty, licence fee or direction could be mademanagement fee;
(g) there has been are no known spillactions, dischargesuits or proceedings (whether or not purportedly on behalf of Vertility or any member thereof) pending or threatened against or materially adversely affecting, depositor which could materially adversely affect, leak, emission Vertility or other release of any hazardous substance on, into, under or affecting any of the Property and no hazardous substance is stored in any type of container on, in or under any of the Propertymember thereof;
(h) all trade marks, trade names, patents and copyrights, both domestic and foreign, related to, used in or required for the proper carrying on of Vertility or any member thereof’s business are validly and beneficially owned by Vertility or any member thereof with the sole and exclusive right to use the same and are in good standing and duly registered in all appropriate offices to preserve the right thereof and thereto, and none are beneficially owned directly or indirectly by either of the Vendor has complied with all laws applicable to its activities on and in respect of each of the Property and without limiting the generality of the foregoing, it has not used any part of any Property, or permitted any part of the Property to be used to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process hazardous substances, and, to the best of the Vendor’s knowledge and belief, neither has any other person; and no claim comprising any of the Property is the subject of any investigation by any governmental authority evaluating whether any remedial action is needed to respond to a release of any hazardous substance into the environmentrelated persons;
(i) the Vendor’s ownership conduct of Vertility or any member thereof does not infringe upon the Property is in compliance withtrade marks, is not in default trade names, patents or violation in any material respect undercopyrights, and the Vendor has not been charged with domestic or received any notice at any time foreign, 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 Property;person; and
(j) 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 is not a non-resident person within the execution meaning 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 section 116 of the Vendor, threatened, and none of them will be adversely affected by the entry into this Agreement;Income Tax Act (Canada).
(k) the Vendor has held the Property 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;
(l) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the knowledge of the Vendor, there is no basis for such adverse claim or challenge which may affect the Property;
(m) the Vendor has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto; and
(n) the Vendor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement covenants of the Vendor enforceable against set forth in this Agreement shall survive the Vendorcompletion of the sale and purchase of the Shares herein provided for and, notwithstanding such completion, shall continue in full force and effect for the benefit of the Purchaser in accordance with the terms thereof.
Appears in 1 contract
Vendor’s Representations and Warranties. The Seller and Vendor represents and warrants to the Purchaser thatPurchaser, as at which representations and warranties shall survive Closing by one year, that to the date best of this Agreement their knowledge, information and as at the date of the closing of the purchase of the Propertybelief:
(a) Each member of Seller is a corporation duly incorporated, organized and subsisting under the Vendor laws of Ontario as a private company as that erm is defined in the sole recorded and beneficial owner of an undivided 100% interest in Securities Act (Ontario) with the corporate power to own its assets and to carry on its business and has made all necessary filings under all applicable corporate, securities and taxation laws or any other laws to which the Propertycorporation is subject;
(b) One hundred common shares of the Property is accurately described in Schedule “A” heretoSeller are validly issued and outstanding as fully paid and non-assessable, and no other shares or rights to buy shares of the Seller are issued or outstanding;
(c) the claims comprising Vendor is the Property were properly stakedsole, recorded beneficial and filedregistered owner of all Shares free and clear of all liens, as the case may becharges, with appropriate governmental agencies encumbrances and (i) the Property is in good standing under the laws any other rights of the Province of British Columbia; (ii) all assessment work required to hold the claims comprising the Property has been performed and all governmental fees have been paid and all filings required to maintain the claims comprising the Property in good standing have been properly and timely recorded or filed with appropriate governmental agencies; and (iii) it has no knowledge of conflicting mineral claimsothers;
(d) the Vendor is the owner of a 100% legal and beneficial rightthere are no outstanding orders, title and interest in and notices or similar requirements relating to the Property and the Property is free and clear of all Liens and there is no adverse claim Seller or challenge to ownership of any of the Propertymember thereof issued by any building, environmental, fire, health, labour or police authorities or from any other federal, provincial or municipal authority and there are no outstanding rights or options matters under discussion with any such authorities relating to acquire or purchase any of the Property or any third party royaltiesorders, net profits interests notices or similar interests relating to any of the Propertyrequirements;
(e) no dividends have been declared or paid on or in respect of the Vendor has the right to enter into this Agreement and to sell the Property in accordance with the terms of this Agreement, there are no disputes over the title to the Property, Shares and no other party distribution on any of its securities or shares has any interest in the Property or the production therefrom been made by Seller or any right member thereof since Representation Date and all dividends which to acquire the date hereof have been declared or paid by Seller or any such interestmember thereof have been duly and validly declared or paid;
(f) there the Seller and each member thereof does not have any liability, obligation or commitment for the payment of income taxes, corporation taxes or any other taxes or duties of whatever nature or kind, or interest or penalties with respect thereto, except such as are no outstanding orders disclosed in their Financial Statements, or directions relating to environmental matters requiring such taxes or duties not yet due as have arisen since the Representation Date in the usual and ordinary course of business and for which adequate provision in the accounts of Seller or any workmember thereof has been made, repairs, construction and the Seller or capital expenditures any member thereof is not in arrears with respect to the Property any required withholdings or instalment payments of any tax or duty of any kind and the conduct of the operations related thereto, and the Vendor has not received filed any notice waiver for a taxation year of same and is not aware of Seller or any basis member thereof under the Income Tax Act (Canada) or any other legislation imposing tax on which Seller or any such orders or direction could be mademember thereof;
(g) there has been no known spill, discharge, deposit, leak, emission or other release of any hazardous substance on, into, under or affecting any member of the Property Seller is a party to any contract or commitment outside the usual and no hazardous substance ordinary course of business; and none is stored in a party to or bound by any type of container oncontract or commitment to pay any royalty, in licence fee or under any of the Propertymanagement fee;
(h) the Vendor has complied with all laws applicable to its activities there are no actions, suits or proceedings (whether or not purportedly on and in respect behalf of each of the Property and without limiting the generality of the foregoing, it has not used Seller or any part of any Propertymember thereof) pending or threatened against or materially adversely affecting, or permitted which could materially adversely affect, Seller or any part of the Property to be used to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process hazardous substances, and, to the best of the Vendor’s knowledge and belief, neither has any other person; and no claim comprising any of the Property is the subject of any investigation by any governmental authority evaluating whether any remedial action is needed to respond to a release of any hazardous substance into the environmentmember thereof;
(i) all trade marks, trade names, patents and copyrights, both domestic and foreign, related to, used in or required for the Vendorproper carrying on of Seller or any member thereof’s ownership business are validly and beneficially owned by Seller or any member thereof with the sole and exclusive right to use the same and are in good standing and duly registered in all appropriate offices to preserve the right thereof and thereto, and none are beneficially owned directly or indirectly by either of the Property is in compliance with, is not in default Vendors 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 Propertyrelated persons;
(j) 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 consentsconduct of Seller or any member thereof does not infringe upon the trade marks, except as may be required after the execution of this Agreement and all of such permits and consents are in full force and effecttrade names, and no proceedings for the suspension patents or cancellation copyrights, domestic or foreign, 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;other person; and
(k) the Vendor has held is not a non-resident person within the Property in material compliance with all laws, rules, statutes, ordinances, orders and regulations and the Vendor has not received any notice meaning of any violation thereof, nor is the Vendor aware of any valid basis therefore;
(l) there is no adverse claim or challenge against or to the ownership of or title to any part section 116 of the Property and, to the knowledge of the Vendor, there is no basis for such adverse claim or challenge which may affect the Property;
Income Tax Act (m) the Vendor has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto; and
(n) the Vendor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Vendor enforceable against the VendorCanada).
Appears in 1 contract
Vendor’s Representations and Warranties. The Vendor Each of the Vendors represents and warrants to the Purchaser that, as at the date of this Agreement and as at the date of the closing of the purchase of the PropertyClosing Date:
(a) the Vendor is the sole recorded and beneficial owner of an undivided 100% interest in and to the Property;
(b) the Property is accurately described in Schedule “A” hereto;hereto;
(cb) the claims comprising the Property were properly staked, recorded and filed, as the case may be, filed with appropriate governmental agencies and (i) the Property is in good standing under the laws of the Province of British ColumbiaNewfoundland and Labrador; (ii) all assessment work required to hold the claims comprising the Property has been performed and all governmental fees have been paid and all filings required to maintain the claims comprising the Property in good standing have been properly and timely recorded or filed with appropriate governmental agencies; and (iii) it none of the Vendors has no any knowledge of conflicting mineral claims;
(dc) the Vendor is Vendors are collectively the owner owners of a 100% legal registered and beneficial right, title and interest in and to the Property and the Property is free and clear of all Liens, other than the Permitted Liens and there is no adverse claim or challenge to ownership of any of the Property, and there are no outstanding rights or options to acquire or purchase any of the Property or any third party royalties, net profits interests or similar interests relating to any of the Property, except for the NSRs;
(e) the Vendor has the right to enter into this Agreement and to sell the Property in accordance with the terms of this Agreement, there are no disputes over the title to the Property, and no other party has any interest in the Property or the production therefrom or any right to acquire any such interest;
(fd) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property 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;
(ge) there has been no known spill, discharge, deposit, leak, emission or other release of any hazardous substance on, into, under or affecting any of the Property and no hazardous substance is stored in any type of container on, in or under any of the Property;
(hf) each of the Vendor Vendors has complied with all laws applicable to its activities on and in respect of each of the Property including all directives, rules, consents, permits, orders, guidelines, approvals and policies of all applicable governmental authorities, and without limiting the generality of the foregoing, it has the Vendors have not used any part of any the Property, or permitted any part of the Property to be used to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process hazardous substances, and, to the best of each of the Vendor’s knowledge and belief, neither has any other person; and no claim comprising any of the Property is the subject of any investigation by any governmental authority evaluating whether any remedial action is needed to respond to a release of any hazardous substance into the environment;
(ig) the Vendor’s Vendors’ ownership of the Property is in compliance with, is not in default or violation in any material respect under, and none of the Vendor Vendors 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 Vendors’ ownership of the Property;
(jh) the Vendor has Vendors have 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 VendorVendors, threatened, and none of them will be adversely affected by the entry into this Agreement;
(k) the Vendor has held the Property 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;
(li) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the knowledge of the VendorVendors, there is no basis for such adverse claim or challenge which may affect the Property;
(mj) each of the Vendor Vendors has the legal capacity and competence right to enter into and execute this Agreement and to take sell the Property in accordance with the terms of this Agreement, there are no disputes over the title to the Property, and no other party has any interest in the Property or the production therefrom or any right to acquire any such interest;
(k) there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property or the conduct of the business related to the Property;
(l) none of the Vendors has notice, or knowledge of, any proposal to terminate or vary the terms of, or rights attaching to the Property from any governmental authority;
(m) the Vendors have all actions necessary rights to access the Property to conduct exploration activities thereon and there is no fact or condition which would result in the interference with or termination of such access;
(n) to the knowledge of each of the Vendors, there are no aboriginal rights or interests that are currently asserted in respect of the Property or in respect of the access to or surface rights to the areas covered by the Property;
(o) the Property does not lie in any protected, restricted, reservation area and no land use restriction exists in respect of the Property;
(p) there are no claims, actions, suits, judgments, litigation or proceedings of any nature concerning the Property, nor to the best of each of the Vendor’s knowledge, are there any claims, actions, suits, judgments, litigation or proceedings of any nature pending or threatened against any of the Vendors or any other person which may defeat, impair, detrimentally affect or reduce the right, title and interest of any of the Vendors in the Property or the interest therein to be acquired by the Purchaser under this Agreement and the Vendors are not aware of any existing ground on which any such claim, action, suit, judgment, litigation or proceeding might be commenced with any reasonable likelihood of success;
(q) each of the Vendors has the power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by it as contemplated by this Agreement and to carry out its obligations under this Agreement and such other agreements and instruments. The execution and delivery of this Agreement and such other agreements and instruments to be executed by each of the Vendors and the completion of the transactions by each of the Vendors as contemplated by this Agreement and such other agreements and instruments have been duly authorized or will, at the Closing Date, be duly authorized, by all necessary action on the part of the Vendors;
(r) none of the Vendors are (i) an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada), (ii) have made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof or (iii) has had any petition for a receiving order presented in respect of it. None of the Vendors has initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver has been appointed in respect of any of the Vendors or any of its assets and no execution or distress has been levied upon any of its assets;
(s) each of the Vendors has duly obtained all authorizations of any governmental authority required pursuant heretofor the execution, delivery and performance of this Agreement any agreement or instrument referred to or contemplated by this Agreement and the execution, delivery and performance of this Agreement and all other agreements and instruments to be executed by each of the Vendors and the performance of and completion of the transactions contemplated by this Agreement do not and will not result in or constitute a default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of any of the terms, conditions or provisions of any applicable law;
(t) there is no requirement for any of the Vendors to give any notice to, or to obtain any consent or approval of, any person under any contract to which any of the Vendors is a party to or by which any of the Vendors are bound or affected by in connection with the execution, delivery and performance of this Agreement or the sale of the Property hereunder;
(u) this Agreement has been, and all other agreements and instruments to be executed as contemplated by this Agreement will be duly executed by each of the Vendors, and constitute valid and binding obligations of each of the Vendors, enforceable against each of the Vendors, in accordance with their terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors and others and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought; and
(nv) notwithstanding any representation to the Vendor has duly executed contrary, the Vendors shall not be liable for any governmental determination made after the Closing Date that affects the validity or standing of any claim, license, or mineral right comprising the Property, provided that the Vendors submitted the applicable reports, payments, or filings in good faith, in a timely manner, and delivered this Agreement in accordance with then-applicable laws, regulations, and it constitutes a valid and binding agreement of the Vendor enforceable against the Vendorguidance.
Appears in 1 contract
Sources: Mineral Property Purchase Agreement
Vendor’s Representations and Warranties. The Vendor represents Vendors hereby represent and warrants warrant to the Purchaser, regardless of any independent investigations that the Purchaser may cause to be made, that, as at the date of this Agreement and as at the date of the closing of the purchase of the Property:
(a) the Vendor QLT is the sole recorded a duly incorporated and beneficial owner of an undivided 100% interest in and to the Property;
(b) the Property is accurately described in Schedule “A” hereto;
(c) the claims comprising the Property were properly staked, recorded and filed, as the case may be, with appropriate governmental agencies and (i) the Property is validly existing company in good standing under the laws of the Province of British Columbia; Columbia and has the corporate power and capacity to own its interest in the Properties and to carry on its business;
(iib) all assessment work required to hold the claims comprising the Property has been performed each Nominee is a duly incorporated and all governmental fees have been paid and all filings required to maintain the claims comprising the Property validly existing company in good standing have been properly under the laws of the Province of British Columbia and timely recorded or filed with appropriate governmental agencies; has the corporate power and capacity to hold legal title to the Lot F Property, in the case of the Lot F Nominee, and the Lot 1 Property, in the case of the Lot 1 Nominee, in trust for QLT and to carry on its business;
(iiic) it has no knowledge none of conflicting mineral claimsQLT nor the Nominees are a non-resident of Canada within the meaning of the Income Tax Act (Canada);
(d) by the Vendor is Closing Date, all necessary corporate action on the owner part of the Vendors will have been taken to authorize and approve the completion of the transactions contemplated by this Agreement;
(e) none of the Vendors has any indebtedness or liability to any person, firm or corporation that might now or hereafter constitute a 100% legal and beneficial lien, charge or encumbrance on the Purchased Assets or that would affect the Purchaser’s right, title from and interest in and after the Closing Date, to own, occupy (subject to the Property Leases and the Property QLT Lease) and obtain revenue from the Properties, other than Permitted Encumbrances;
(f) subject to obtaining any required consents to the assignment of the Approved Service Contracts, neither the execution of this Agreement nor the completion of the transactions contemplated hereby will conflict with or result in a breach of the respective constating documents of any of the Vendors nor constitute a breach of, default under, or acceleration of any obligation under, or constitute any event which, with the giving of notice or lapse of time or otherwise, would constitute a breach of, default under, or acceleration of any obligation under, any indenture, mortgage, deed of trust or any other agreement to which any of the Vendors is a party or by which any of them is bound or to which any of their assets are subject (including the Declarations of Trust);
(g) there is no action, suit, claim, arbitration, judgment, investigation or proceeding outstanding or pending or, to the knowledge of the Vendors, threatened against or affecting any of the Vendors and pertaining to the Purchased Assets or any part thereof at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or authority;
(h) QLT has a good and marketable beneficial title to the Properties, legal title to which is held by the Lot F Nominee, in the case of the Lot F Property, and by the Lot 1 Nominee, in the case of the Lot 1 Property, each as nominee and bare trustee for QLT pursuant to the Declarations of Trust, free and clear of all Liens liens, charges and encumbrances except the Permitted Encumbrances;
(i) the Permitted Encumbrances described in Schedule C are in full force and effect and have not been further amended, none of the Vendors is in default thereunder, no other party is, to the knowledge of the Vendors, in default thereunder and there is are no adverse claim or challenge existing disputes thereunder;
(j) all municipal taxes, local improvement taxes, rates, levies and assessments of every nature and kind with respect to ownership of any the Properties for the 2007 calendar year and all preceding calendar years, have been paid in full and, except as provided in the Permitted Encumbrances described in Schedule C, none of the PropertyVendors has, in connection with the Properties, any present or future obligation to pay monies to any statutory authority in connection with off-site roads, services, utilities or similar services or to construct or provide off-site roads, services, utilities or similar services in connection with the Properties;
(k) none of the Vendors is a party to or bound by any collective bargaining agreements or any agreements with a trade union by which the Purchaser will be bound by virtue of acquiring the Purchased Assets, and there are no outstanding rights or options to acquire or purchase any employees of the Property Vendors with respect to whom the Purchaser will assume or incur any third party royalties, net profits interests responsibility or similar interests relating to any liability by virtue of acquiring the PropertyPurchased Assets;
(el) with respect to the Properties:
(i) to the best of the knowledge of the Vendors, the Building is not subject to any outstanding work order or notice of defect or non-compliance from any provincial or municipal board or official or Board of Fire Underwriters or like authority;
(ii) except as disclosed in the Project Documents, none of the Vendors has received any Notice from any governmental authority of non-compliance with respect to Environmental Laws;
(iii) except as disclosed in the Project Documents, the Vendors have not at any time received, handled, generated, used, stored, deposited, treated, transported or disposed of any Hazardous Waste on the Lot F Property, the Lot 1 Property or within the Building except in compliance with all applicable Environmental Laws; and
(iv) except as disclosed in the Project Documents, none of the Vendors has received any Notice from any governmental authority that requires any remedial action to be conducted or any works to be undertaken with respect to environmental contamination of the Lot F Property, the ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇;
(▇) the Vendor Included Chattels are free and clear of all liens, charges and encumbrances;
(n) none of the Vendors has received any Notice from any governmental authority or has any knowledge of any intention of any statutory authority to expropriate all or any part of the Properties;
(o) none of the Vendors has received any Notice from any governmental authority of any intention of the applicable municipal authority to alter its zoning bylaw or official community plan, if any, so as to affect or potentially affect in a detrimental manner the Properties or the use thereof;
(p) there are no claims, actions or proceedings pending or, to the knowledge of the Vendors, threatened, in law or in equity, that would materially interfere with the use and enjoyment of the Properties or the occupancy or use of all or any part of the Properties by the Purchaser or any Tenant or QLT under the QLT Lease or that could affect the Purchaser’s right to enter into own, occupy and obtain revenue from the Properties;
(q) with respect to the Leases:
(i) the Leases constitute all leases, agreements to lease, and other rights in existence on the date of this Agreement Agreement, either written or oral, under which any person, firm or corporation has any right to lease, use or occupy any portion of the Lot F Property or the Building in the nature of a tenancy or licence and all Tenants are at arm’s length from the Vendors;
(ii) save for the current month’s rent, there are no deposits, prepaid rents or other prepaid expenses which have been received from any Tenants except as set forth in the Project Documents;
(iii) the copies of the Leases which the Vendors will be making available to sell the Purchaser for review are true copies thereof;
(iv) the Leases are good, valid and subsisting and enforceable against the Tenants, and are, to the best of the knowledge of the Vendors, in good standing except as specifically set forth in the Project Documents, and there are no existing disputes thereunder, and none of the Vendors has received any notice from any Tenant alleging any default by the Vendors or requiring the Vendors to take any action not taken, and except as set forth in the Project Documents the Leases have not been modified, extended, renewed or, to the knowledge of the Vendors assigned by any Tenant, and the Leases constitute the whole of the respective agreements of the Vendors or any of them with the Tenants with respect to the occupancy of the Lot F Property and the Building by the Tenants;
(v) the Vendors have observed and performed in substantially all respects all of the landlord’s covenants set forth in the Leases;
(vi) neither the Leases nor the rents payable under them have been assigned by the Vendors and none of the Tenants have any presently enforceable rights or claims to set off or abatement with respect to future rents except as set forth in the Leases;
(vii) none of the Tenants are entitled to any capital contributions, tenant allowances, inducements, or concessions which have not been fully paid or satisfied by the Vendors except as set forth in the Project Documents, and none of the Vendors is obliged to pay any Tenants for improvements, fixtures or equipment during or on termination of any term or renewal thereof except as set forth in the Leases;
(viii) the Tenants have each taken possession of the premises demised by their respective Leases and are paying regular instalments of monthly rent in accordance with the terms of this Agreement, there are no disputes over the title to the Property, and no other party has any interest in the Property or the production therefrom or any right to acquire any such interest;
(f) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property 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;
(g) there has been no known spill, discharge, deposit, leak, emission or other release of any hazardous substance on, into, under or affecting any of the Property and no hazardous substance is stored in any type of container on, in or under any of the Property;
(h) the Vendor has complied with all laws applicable to its activities on and in respect of each of the Property and without limiting the generality of the foregoing, it has not used any part of any Property, or permitted any part of the Property to be used to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process hazardous substances, and, to the best of the Vendor’s knowledge and belief, neither has any other person; and no claim comprising any of the Property is the subject of any investigation by any governmental authority evaluating whether any remedial action is needed to respond to a release of any hazardous substance into the environment;
(i) the Vendor’s ownership of the Property 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 Property;
(j) 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;
(k) the Vendor has held the Property 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;
(l) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the knowledge of the Vendor, there is no basis for such adverse claim or challenge which may affect the Property;
(m) the Vendor has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant heretotheir respective Leases; and
(nix) none of the Vendors has received any Notice indicating that the Tenants do not operate their premises and their businesses within the Lot F Property and the Building pursuant to all validly issued and required licences and entirely in accordance with all lawful requirements of all applicable statutory authorities;
(r) the Vendor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement Service Contracts which the Vendors will deliver to the Purchaser pursuant to Section 3.1 constitute all of the Vendor enforceable against Service Contracts respecting the VendorProperties and set forth the whole of the agreements between the Vendors or any of them and the other parties thereto and there is no default thereunder;
(s) the operating budget, operating expense summaries and capital improvement summaries included with the Project Documents present fairly the expenses relating to the Properties for the periods reported on; and
(t) the Lot F Nominee has no beneficial interest in the Lot F Property and has carried on no business or activity of any kind whatsoever other than holding legal title to the Lot F Property in trust for QLT and dealing with the Lot F Property on behalf of and as directed by QLT, and the Lot 1 Nominee has no beneficial interest in the Lot 1 Property and has carried on no business or activity of any kind whatsoever other than holding legal title to the Lot 1 Property in trust for QLT and dealing with the Lot 1 Property on behalf of and as directed by QLT.
Appears in 1 contract
Vendor’s Representations and Warranties. The Each Vendor represents and warrants to the Purchaser Licensee, which representations and warranties shall survive Closing, that, as at the date of this Agreement and as at the date of the closing of the purchase of the Property:
(a) the Vendor is the sole recorded legal, beneficial and beneficial registered owner of an undivided 100% interest in the Licenced Product and to Patents and said Licenced Product and Patents, technical knowhow, trade and industrial secrets are and shall remain free and clear of all liens, charges, claims, debts, liabilities or encumbrances and any other rights of others that would interfere with the Propertysale, production and marketing of the Licenced Product;
(b) there are no third-party rights or agreements that may encumber the Property is accurately described Licencee’ s first priority security interest in Schedule “A” heretothe Consideration Shares;
(c) there are no outstanding orders, notices or similar requirements relating to the claims comprising the Property were properly stakedVendor or any member thereof issued by any building, recorded environmental, fire, health, labour or police authorities or from any other federal, provincial or municipal authority and filedthere are no matters under discussion with any such authorities relating to orders, as the case may be, with appropriate governmental agencies and (i) the Property is in good standing under the laws of the Province of British Columbia; (ii) all assessment work required to hold the claims comprising the Property has been performed and all governmental fees have been paid and all filings required to maintain the claims comprising the Property in good standing have been properly and timely recorded notices or filed with appropriate governmental agencies; and (iii) it has no knowledge of conflicting mineral claimssimilar requirements;
(d) no member of the Vendor is the owner of a 100% legal and beneficial right, title and interest in and to the Property and the Property is free and clear of all Liens and there is no adverse claim or challenge to ownership of any of the Property, and there are no outstanding rights or options to acquire or purchase any of the Property or any third party royalties, net profits interests or similar interests relating to any contract or commitment outside the usual and ordinary course of the Propertybusiness; and none is a party to or bound by any contract or commitment to pay any royalty, licence fee or management fee;
(e) there are no actions, suits or proceedings (whether or not purportedly on behalf of the Vendor has or any member thereof) pending or threatened against or materially adversely affecting, or which could materially adversely affect, the Vendor, the Licensee or any member thereof or the Licensee’s interest in the Licenced Product;
(f) all trademarks, trade names, patents and copyrights, both domestic and foreign, related to, used in or required for the proper carrying on of the Licence are legally, validly and beneficially owned by the Vendor or any member thereof with the sole and exclusive right to use the same and are in good standing and duly registered in all appropriate offices to preserve the right to enter into thereof and thereto, and none are beneficially owned directly or indirectly by either of the Vendors or related persons;
(g) the conduct of the Vendor or any member thereof does not infringe upon the trademarks, trade names, patents or copyrights, domestic or foreign, of any other person; and, The covenants of the Vendor set forth in this Agreement shall survive the completion of this agreement herein provided for and, notwithstanding such completion, shall continue in full force and to sell effect for the Property benefit of the Vendor in accordance with the terms of this Agreement, there are no disputes over the title to the Property, and no other party has any interest in the Property or the production therefrom or any right to acquire any such interest;
(f) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property 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;
(g) there has been no known spill, discharge, deposit, leak, emission or other release of any hazardous substance on, into, under or affecting any of the Property and no hazardous substance is stored in any type of container on, in or under any of the Property;
(h) the Vendor has complied with all laws applicable to its activities on and in respect of each of the Property and without limiting the generality of the foregoing, it has not used any part of any Property, or permitted any part of the Property to be used to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process hazardous substances, and, to the best of the Vendor’s knowledge and belief, neither has any other person; and no claim comprising any of the Property is the subject of any investigation by any governmental authority evaluating whether any remedial action is needed to respond to a release of any hazardous substance into the environment;
(i) the Vendor’s ownership of the Property 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 Property;
(j) 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;
(k) the Vendor has held the Property 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;
(l) there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and, to the knowledge of the Vendor, there is no basis for such adverse claim or challenge which may affect the Property;
(m) the Vendor has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto; and
(n) the Vendor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Vendor enforceable against the Vendor.
Appears in 1 contract