Shareholder Warranties. The Shareholder warrants to BOA and the Company as follows:
Shareholder Warranties. Neither the shareholders or officers of the Seller will be required to make any individual warranties. Further, Buyer acknowledges that the Seller has made no representations or promises of any description regarding the past, present or future profitability of the franchises, that Buyer has conducted its own due diligence and has approached Seller on its own and requested Seller to sell its assets, and that Seller shall not be required to furnish any financial records nor allow any audit of financial records or tax returns of the business and that the Buyer has not relied upon any financial records or tax returns in making its decision to purchase the business.
Shareholder Warranties. The Shareholder warrants to the Optionholder that as at the date of this Agreement and on the Completion Date:
Shareholder Warranties. Each of the Shareholders represents and warrants to each other Shareholder that it has the capacity to enter into and perform this agreement and all the obligations contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken - that such Shareholder owns beneficially and of record the number of Shares which are expressed to be owned by such Shareholder in the Agreement, that such Shares are not subject to any mortgage, lien, charge, pledge, encumbrance, security interest or adverse claim and that no Person has any rights to become a holder or possessor of any of such Shares or of the certificates representing the same; - if such Shareholder is an individual, that such Shareholder has the capacity to enter into and give full effect to this Agreement; - if such Shareholder is a corporation, that it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and that it has the corporate power and capacity to own its assets and to enter into and perform its obligations under this Agreement; - if such Shareholder is a trust, partnership or joint venture, that it is duly constituted under the laws which govern it and that it has the power to own its assets and to enter into and perform its obligations under this Agreement; - that this Agreement has been duly authorized and duly executed and delivered by such Shareholder and constitutes a valid and binding obligation enforceable in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies; - that the execution, delivery and performance of this Agreement does not and will not contravene the provisions of its articles, by-laws, constating documents or other <PAGE> -11- organizational documents or the documents by which it was created or established or the provisions of any indenture, agreement or other instrument to which such Shareholder is a party or by which such Shareholder may be bound; - that all of the foregoing representations and warranties will continue to be true and correct during the continuance of the Agreement. <PAGE> SCHEDULE H DETAILED LIST AND COSTING OF WORKING CAPITAL AND SPARE PARTS REQUIREMENTS FOR PGR BGL has received the list contained in PGR's letter dated 27th October, 2001 detailing requirements for $500,000. <PAGE> SCHEDULE I TOLL PROCESSING AGREEMENT 1. BGL OBLIGATIONS - to purchase 100% of ore produced...
Shareholder Warranties. Each of the Parties represents and warrants to each other that it has the capacity to enter into and perform this agreement and all the obligations contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken. - that all of the foregoing representations and warranties will continue to be true and correct during the continuance of the Agreement. SCHEDULE C LEASE AREA EXHIBIT A: PRESTEA MAP (Plant/North to Beta/Boundary) EXHIBIT B: PRESTEA MAP (Buesichem Area) EXHIBIT C: PRESTEA LEASE AREA (Area is the same for both the PGR Lease and the BGL Lease) EXHIBIT D: VERTICAL SECTION SHOWING THE 150 METRE DEPTH SCHEDULE D PROFORMA LOAN AGREEMENTS WITH EACH OF GMWU AND THE TRUST [LETTERHEAD OF BOGOSO GOLD LIMITED] -, 2001 GMWU/the Trust Dear Sirs: Loan Agreement This letter (the "Loan Agreement") sets out the terms of a US$- loan (the "Loan") by Bogoso Gold Limited ("BGL") to - (the "Recipient") for the purpose of funding its shareholder capital contribution to Prestea Gold Resources Limited ("PGR"). The terms of the Loan are as follows:
Shareholder Warranties. Each of the Shareholders represents and warrants to each other Shareholder that it has the capacity to enter into and perform this agreement and all the obligations contemplated herein and that all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken - that such Shareholder owns beneficially and of record the number of Shares which are expressed to be owned by such Shareholder in the Agreement, that such Shares are not subject to any mortgage, lien, charge, pledge, encumbrance, security interest or adverse claim and that no Person has any rights to become a holder or possessor of any of such Shares or of the certificates representing the same; - if such Shareholder is an individual, that such Shareholder has the capacity to enter into and give full effect to this Agreement; - if such Shareholder is a corporation, that it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and that it has the corporate power and capacity to own its assets and to enter into and perform its obligations under this Agreement; - if such Shareholder is a trust, partnership or joint venture, that it is duly constituted under the laws which govern it and that it has the power to own its assets and to enter into and perform its obligations under this Agreement; - that this Agreement has been duly authorized and duly executed and delivered by such Shareholder and constitutes a valid and binding obligation enforceable in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies; - that the execution, delivery and performance of this Agreement does not and will not contravene the provisions of its articles, by-laws, constating documents or other organizational documents or the documents by which it was created or established or the provisions of any indenture, agreement or other instrument to which such Shareholder is a party or by which such Shareholder may be bound; - that all of the foregoing representations and warranties will continue to be true and correct during the continuance of the Agreement. SCHEDULE H DETAILED LIST AND COSTING OF WORKING CAPITAL AND SPARE PARTS REQUIREMENTS FOR PGR BGL has received the list contained in PGR's letter dated 27th October, 2001 detailing requirements for $500,000. SCHEDULE I TOLL PROCESSING AGREEMENT
Shareholder Warranties. 9. Miscellaneous matters Schedule 1 Warranties General Effect of this agreement Company structure and operation Accounts Cash flow Taxation Bank and other borrowing Assets Trading and contracts Business matters Litigation and regulation Properties - all Properties let by the Company Employment Pensions Insurance Intellectual Property Internet and Domain names Schedule 2 The real properties Schedule 3 Pension arrangements Dated: [date] This agreement is made between: [Company name] number [company number], whose registered office is ■ ■ ■ ■ [ ■ ■ ■ ■ ] ■ ■ ■ ■ “ ■ ■ ■ ■ ” [full name 1] of [full address] (a Shareholder) [full name 2] of [full address] (a Shareholder) [full name 3] of [full address] (a Shareholder) [full name 4] of [full address] (a Shareholder) [full name 5] of [full address] (the “ Subscriber”) Background
