Preo software inc calgary

The Purchaser acknowledges that certain of the Mineral Claims are the site of prior mining and mineral processing activities conducted by Third Parties unrelated to the Vendor, that the Vendor specifically makes no representations or warranties as to the existence, absence or status of any Historical Liabilities, whether existing, contingent or potential, known or unknown, determinable or indeterminate, and that the responsibility for any Historical Liabilities lies solely with the Purchaser.

Survival of Representations and Warranties. Except where a time is specified therein, the representations and warranties in Article IV are true at the Effective Date and at the Closing Time, and such representations and warranties will continue in full force and effect and will survive the Closing for a period of 12 months for the benefit of the Party for whose benefit such representations and warranties were made.

In the absence of fraud, however, no claim or action will be commenced with respect to a breach of any such representation or warranty unless within such period, written notice specifying such breach in reasonable detail has been provided to the Party which made such representation or warranty.

Nothing in this Agreement will preclude a Party that made such a representation or warranty from offering as a possible defence that the other Party did not, in fact, rely to its detriment on the representation or warranty alleged by it to have been breached. No Merger. The representations and warranties in Article IV will be deemed to apply to all assignments, conveyances, transfers and other documents conveying any of the Assets from the Vendor to the Purchaser.

There will not be any merger of any such representations or warranties in such assignments, conveyances, transfers or other documents, notwithstanding any rule of law, equity or statute to the contrary, and all such rules are hereby waived. The Vendor's Conditions. The obligation of the Vendor under this Agreement to consummate the transactions contemplated hereby is, at the option of the Vendor, subject to the following conditions:. Accuracy of Representations and Warranties.

The Purchaser's representations and warranties herein contained were true when made and have continued to be true in all material respects from the Effective Date to the Closing Time and are true in all material respects as of the Closing Time and the Purchaser has delivered to the Vendor a certificate dated as of the Closing Time signed by the Purchaser so certifying in such detail as the Vendor reasonably requests;.

Performance of Agreements. The Purchaser has performed all obligations and agreements and complied with all covenants and conditions contained in this Agreement to be performed or complied with by it at or prior to the Closing Time and the Purchaser has delivered to the Vendor a certificate dated as of the Closing Time signed by the Purchaser so certifying in such detail as the Vendor reasonably requests;.

Approvals and Consents. All necessary director, shareholder, securities and regulatory approvals and acceptances and all Third Party consents as required have been obtained including, without limitation, the acceptance for filing by the TSXVE of this Agreement and the transactions contemplated hereby ;. Legal Matters. All instruments and documents required to carry out the terms of this Agreement and to consummate the transactions contemplated hereby are in form and substance satisfactory to the Vendor, acting reasonably, and executed and delivered by the Purchaser and such other Third Parties as may be required;.

The Purchaser has delivered duly authorized share certificates or evidence of the issuance thereof subject to the Escrow Agreement in respect of the Tyler Shares issuable pursuant to Section 2. Material Change. There has not occurred any material adverse changes in the business, affairs or financial condition of the Purchaser except as may result from transactions contemplated by this Agreement;. All of the items referred to in paragraph 3.

The Purchaser's Conditions. The obligation of the Purchaser under this Agreement to consummate the transactions contemplated hereby is, at the option of the Purchaser, subject to the following conditions:. The Vendor's representations and warranties herein contained were true when made, have continued to be true in all material respects from the Execution Date to the Closing Time and are true in all material respects as of the Closing Time and the Vendor has delivered to the Purchaser a certificate dated as of the Closing Time signed by the Vendor so certifying in such detail as the Purchaser reasonably requests;.

The Vendor has performed all obligations and Agreements and complied with all covenants and conditions contained in this agreement to be performed or complied with by it at or prior to the Closing Time and the Vendor has delivered to the Purchaser a certificate dated as of the Closing Time signed by the Vendor so certifying in such detail as the Purchaser reasonably requests;.

All director, shareholder, securities and regulatory approvals and acceptances and all Third Party consents as required have been obtained including, without limitation, the acceptance for filing by the TSXVE of this Agreement and the transactions contemplated hereby ;. All instruments and documents required to carry out the terms of this Agreement and to consummate the transactions contemplated hereby will be in form and substance satisfactory to the Purchaser, acting reasonably, and executed and delivered by the Vendor;.

Personal Information. Clear Title. Subject to the provisions of this Agreement, the Vendor has, in the sole opinion of the Purchaser, acting reasonably, clear, unencumbered and marketable title to the Mineral Claims;. From the date hereof to the Closing, the Vendor has not entered into any transaction or contract which, in the Purchaser's sole opinion, acting reasonably, would have a material effect on the Assets, excluding those transactions provided for herein and those transactions undertaken in the ordinary course of business, without first discussing and obtaining the written consent of Purchaser, such consent not to be unreasonably withheld; and.

Intervening Events. No Party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its control each an "Intervening Event" including, but not limited to, adverse weather conditions, environmental or first nations demonstrations, protests or access blockages, war, insurrection or other acts against a lawfully appointed or elected governing body, acts of God, fire, flood, explosion, strikes, lockouts or other industrial disturbances, laws, rules and regulations or orders of any duly constituted governmental authority, unusual or unforeseen delays in the granting or issuance of any necessary permits, licenses or consents or non-availability of labour, equipment, materials or transportation.

Effect of Force Majeure A Party relying on the provisions of section 7. Obligation to Deal with Force Majeure. A Party relying on the provisions of section 7. A Party relying on the provisions of subsection 7. Maximum Allowable Force Majeure Period.

No period of force majeure pursuant to any one Intervening Event may exceed:. The Purchaser. The Purchaser will be responsible for its own legal, accounting, consulting and other fees with respect to the Acquisition and related transactions including, but not limited to, the following costs and expenses:.

The Vendor. The Vendor will be responsible for its own legal, accounting, consulting and other fees with respect to the transaction including, but not limited to, the following costs and expenses:. No Transfer Prior To Closing. No party may Transfer any of its interest in the Assets or this Agreement prior to Closing. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the invalidity, illegality or unenforceability will not affect any other provision of this Agreement and this Agreement will be construed as if the invalid, illegal or unenforceable provision had never been contained herein unless the deletion of the provision would result in such material change to cause the completion of the transactions contemplated herein to be unreasonable.

This Agreement may be executed in one or more counterparts, each of which will be deemed an original instrument, and all counterparts together will constitute one and the same agreement. All notices, consents and other instruments which are required or may be given pursuant to this Agreement must be given in writing and delivered personally or by telecopy, in each case addressed as follows:. If to the Vendor:. CDG Investments Inc.

Suite , th Avenue S. Calglary, Alberta. Canada T2P 0N7. Attention: James Devonshire, President. Close this content. Read full article. September 5, , PM. Story continues. Our goal is to create a safe and engaging place for users to connect over interests and passions. In order to improve our community experience, we are temporarily suspending article commenting. Recommended Stories. Atlanta Black Star. The Hill. Yahoo Life. The Telegraph.

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