Common use of VENDOR REPRESENTATIONS Clause in Contracts

VENDOR REPRESENTATIONS. The Vendor represents and warrants to the Purchaser as representations and warranties that are true as at the date hereof, and will be true at the Closing Date, and that are to continue and to survive the purchase of the Purchased Assets, that: (a) the Vendor is duly incorporated, validly existing, and in good standing with respect to the filing of annual reports under the law of British Columbia has full power, authority and capacity to enter into this Agreement and to carry out the transactions contemplated herein; (b) all necessary corporate action on the part of the directors and shareholders of the Vendor has been taken to authorize and approve the execution and delivery of this Agreement and the completion of the transactions contemplated herein; (c) to the Vendor’s knowledge after reasonable inquiry, the Vendor is the sole legal and beneficial owner of the Purchased Assets and has a good marketable title to the Purchased Assets free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances and other claims except for the Existing Liabilities; (d) except for the Existing Liabilities, to the knowledge of the Vendor, there is no litigation or administrative or governmental proceeding or inquiry pending, or threatened against or relating to the Assets, nor does the Vendor know of any reasonable basis for any such action, proceeding or inquiry; (e) the Vendor sells, assigns, transfers and conveys all of its right, title and interest in and to the Assets to the Purchaser “as is” and “where is”, with no representations or warranties as to merchantability, fitness or use; and (f) the Vendor is not a non-resident of Canada within the meaning of the Income Tax Act.

VENDOR REPRESENTATIONS. The Vendor covenants with and represents and warrants to the Purchaser as realizing that the Purchaser is relying upon such covenants, representations and warranties that are true as at the date hereof, and will be true at the Closing Date, and that are to continue and to survive the purchase of the Purchased Assetswarranties, that: (a) the The Vendor has been duly incorporated and is duly incorporated, validly existing, and in good standing with respect to the filing of annual reports existing under the law laws of British Columbia its jurisdiction of incorporation and has full powerall requisite authority, authority power and corporate capacity to enter into this Agreement carry on its business, as now conducted and to own its properties and assets and has good right, full power and absolute authority to carry out its obligations under this Agreement, including, without limitation, the transactions contemplated hereinsale, transfer, assignment and conveyance of the Assets to the Purchaser in the manner herein provided for according to the true intent and meaning of this Agreement; (b) The Vendor has good and marketable title to the Assets, and the Assets are owned by the Vendor free and clear of all necessary corporate action Encumbrances. No person has any agreement or option or any right capable of becoming an agreement for the purchase, lease or encumbering of the Assets or any of them; (c) There are no lawsuits, claims, proceedings, actions, judgments or investigations pending or, to the best of the Vendor's knowledge, threatened or contemplated against or with respect to, the Assets or the Vendor that would reasonably be expected to adversely affect the Purchaser's possession, ownership or operation of any of the Assets; (d) The Vendor is in compliance with all Legal Requirements and orders of Governmental Authorities, except to the extent that non-compliance would not reasonably be expected to result in a material claim against the Assets, and: (i) no event has occurred or circumstance exists that (with or without notice or lapse of time) would reasonably be expected to constitute or result in a violation by the Vendor of, or a failure on the part of the directors and shareholders Vendor to comply with, any Legal Requirement in respect to the Vendor's possession, ownership or operation of the Assets, except for a violation or failure to comply that would not reasonably be expected to result in a material claim against the Assets; and (ii) the Vendor has been taken not received any written notice or other written communication from any Governmental Authority regarding any violation of, or failure to authorize comply with, any Legal Requirement in respect of the Vendor's possession, ownership or operation of the Assets; (e) The execution, delivery of, performance of and approve compliance with the execution and delivery terms of this Agreement and any agreements to be executed and delivered pursuant hereto by the completion Vendor will not conflict with any term or provision of the transactions contemplated herein; (c) to the Vendor’s knowledge after reasonable inquiry, the Vendor is the sole legal and beneficial owner articles or certificate of incorporation or bylaws or resolutions of the Purchased Assets and has a good marketable title to the Purchased Assets free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances and other claims except for the Existing Liabilities; (d) except for the Existing Liabilities, to the knowledge directors of the Vendor, there is no litigation or administrative or governmental proceeding or inquiry pendingresult in any breach of, or threatened constitute a default under and do not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under any term or provision of any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Vendor is a party or by which it is bound, or violate any judgment, decree, order, statute, rule or regulation applicable to the Vendor, which default, breach or violation would reasonably be expected to have a material adverse effect on the Assets. Except for approval by the Vendor's board of directors obtained on or prior to the date hereof, no consents, provisions or approvals are necessary for the Vendor to execute and deliver this Agreement and consummate the transactions contemplated hereby; (f) This Agreement has been duly authorized, executed and delivered by the Vendor and all other documents executed and delivered by the Vendor pursuant hereto have been duly authorized, executed and delivered by the Vendor and constitute legal, valid and binding obligations of the Vendor enforceable in accordance with their respective terms, subject to the qualification that such enforceability may be subject to (i) bankruptcy, insolvency, fraudulent preference, reorganization or other laws relating to or affecting creditors rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or in law); (g) Schedule "A" constitutes a complete and accurate list and description as of the date hereof of the Rig and all related inventory, equipment and tools, including all spares, drill pipe and collars, handling tools, subs, hand tools and other items constituting part of the Assets (excluding, however, any Excluded Assets); (h) The Assets are in material compliance with all Environmental Laws applicable to the Vendor's operations in Peru relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of Hazardous Substances and the Vendor holds all Environmental Permits required by Environmental Laws to be held by it for the operation of the Assets as operated by the Vendor on the date hereof, except to the extent that any non-compliance with Environmental Laws or failure to obtain an Environmental Permit would not reasonably be expected to result in a material Environmental Claim against the Assets. The Vendor has not received written notice of any Environmental Claims or been prosecuted for, an offence alleging non-compliance of any Asset with any Environmental Law, and, to the best of the Vendor's knowledge, there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to the Assets, nor does has the Vendor know received written notice of any reasonable basis of the same. To the best of Vendor's knowledge, there has not been a release of any Hazardous Substance on or from any Asset with respect to which the Vendor is or may reasonably be alleged to have material liability, other than a release that would not reasonably be expected to result in a material Environmental Claim against the Assets, nor has the Vendor received any written notice that it is potentially responsible for a federal, provincial, municipal or local clean-up site or corrective action under any such action, proceeding applicable Environmental Laws that would be binding on the Purchaser or inquirythe Assets after the Closing. The representations in this clause 4(h) shall constitute the sole and exclusive representations provided by the Vendor regarding environmental matters; (ei) The Vendor has not assigned or in any way restricted its rights nor has any third party restricted the Vendor's rights to receive revenue from the Assets in any manner that will impair the Purchaser's right to receive revenues from the Assets after the Closing Date; (j) The Vendor has not incurred any liability, contingent or otherwise, for broker's, agent's or finder's fees in respect of this Agreement for which the Purchaser shall have any obligation or liability; (k) Since April 15, 2005 the Assets have been maintained by the Vendor sellsin substantially the same condition as when inspected by the Purchaser, assignsreasonable wear and tear excepted, transfers and conveys all no Assets have been transferred or lost (subject to consumption and replenishment of its right, title and interest inventory in and to the Assets to the Purchaser “as is” and “where is”, with no representations or warranties as to merchantability, fitness or use; andOrdinary Course of Business); (fl) the The Vendor is not in a non-resident state of Canada within bankruptcy or moratorium and has not sought protection under any bankruptcy or moratorium law or in general sought or initiated any action designed to receive protection against creditors in general; (m) To the meaning best of Vendor's knowledge, the Assets together with the assets being sold pursuant to the Peru Purchase Agreement (131 and 145) constitute all of the Income Tax Actassets of the Vendor and its affiliates in Iquitos, Peru.