FORTH ON SCHEDULE 10.10
ATTACHED HERETO, THERE HAVE BEEN NO MINING OPERATIONS CONDUCTED ON THE REAL
PROPERTY OR ANY PORTION THEREOF DURING THE PAST TEN (10) YEARS, AND SELLER HAS
NO KNOWLEDGE OF ANY PROPOSED MINERAL ACTIVITY ON THE REAL PROPERTY.
10.11.
FORM FIVE OCCUPATION.
TO THE KNOWLEDGE OF SELLER, NEITHER THE WHOLE
NOR A PORTION OF ANY OF THE REAL PROPERTY IS OCCUPIED WITHOUT PERMISSION AND NO
SUCH PERMISSION HAS BEEN GIVEN, EXCEPT AS CONTAINED IN THE CONTRACTS AND LEASES.
10.12.
SELLER'S RESIDENCY.
SELLER IS NOT A NON-RESIDENT OF CANADA WITHIN
THE MEANING OF THE INCOME TAX ACT (CANADA).
11.
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
PURCHASER HEREBY MAKES THE
FOLLOWING REPRESENTATIONS AND WARRANTIES TO SELLER, EACH OF
WHICH (A) SHALL
SURVIVE CLOSING FOR A PERIOD OF TWELVE (12) MONTHS, (B) IS TRUE IN ALL MATERIAL
RESPECTS AS OF THE EFFECTIVE DATE, AND (C) SHALL BE TRUE IN ALL MATERIAL
RESPECTS AT CLOSING:
11.1.
ORGANIZATION.
PURCHASER IS A NEW HAMPSHIRE CORPORATION AND IS DULY
ORGANIZED AND VALIDLY EXISTING AND IS IN GOOD STANDING UNDER THE LAWS OF NEW
HAMPSHIRE AND HAS FULL POWER AND AUTHORITY TO CARRY OUT ITS BUSINESS AS NOW
CONDUCTED, TO ENTER INTO THIS AGREEMENT AND TO CARRY OUT THE TRANSACTIONS
CONTEMPLATED HEREIN IN ACCORDANCE WITH THE TERMS HEREOF.
11.2.
AUTHORIZATION; NO VIOLATION OR CONFLICTS.
THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY PURCHASER AND THE DUE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREIN HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL
NECESSARY ACTION ON THE PART OF PURCHASER, AND THIS AGREEMENT CONSTITUTES A
VALID, ENFORCEABLE AND LEGALLY BINDING AGREEMENT OF PURCHASER EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, AND OTHER SIMILAR LAWS
AFFECTING CLAIMS AND RIGHTS GENERALLY AND GENERAL EQUITABLE PRINCIPLES.
NEITHER
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY PURCHASER NOR THE CONSUMMATION
BY PURCHASER OF THE TRANSACTIONS CONTEMPLATED HEREIN, ALONE OR WITH THE PASSAGE
OF TIME DO OR WILL CONFLICT WITH OR CONSTITUTE A VIOLATION OF PURCHASER'S
OPERATING AGREEMENT OR OTHER ORGANIZATIONAL DOCUMENTATION
or agreements or result in the breach of, or the imposition of any lien on any
assets of Purchaser pursuant to, or constitute a default under, any indenture or
bank loan or credit agreement, or other agreement or instrument to which
Purchaser is a party or by which Purchaser or any of its properties may be bound
or affected or violate any judgment, order, decree, law, statute or governmental
restriction.
11.3.
SUITS, ACTIONS OR PROCEEDINGS.
THERE IS NO SUIT, ACTION,
ARBITRATION OR OTHER PROCEEDING PENDING OR TO PURCHASER'S KNOWLEDGE (AS
HEREINAFTER DEFINED) THREATENED BEFORE ANY COURT OR GOVERNMENTAL AGENCY, WHICH
MAY RESULT IN THE RESTRAINT OR PROHIBITION OF THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
11.4.
INSOLVENCY.
THERE ARE NO ATTACHMENTS, EXECUTIONS, ASSIGNMENTS FOR
THE BENEFIT OF CREDITORS, OR PROCEEDINGS IN BANKRUPTCY OR UNDER ANY OTHER DEBTOR
RELIEF LAWS PENDING, OR, TO PURCHASER'S KNOWLEDGE, THREATENED OR CONTEMPLATED
AGAINST PURCHASER OR ITS ASSETS OR PROPERTIES.
11.5.
HST REGISTRATION . PURCHASER IS REGISTERED FOR PURPOSES OF PART IX
OF