By the Vendor Clause Samples
The "By the Vendor" clause defines the rights or obligations that are specifically assigned to the vendor within a contract. Typically, this clause outlines actions the vendor may take, such as initiating termination, providing notices, or fulfilling certain conditions. For example, it may allow the vendor to terminate the agreement if the buyer fails to make payments or breaches key terms. The core function of this clause is to clarify the vendor's authority and protect their interests by specifying circumstances under which they can act, thereby ensuring a balanced allocation of rights and responsibilities in the agreement.
By the Vendor. The Vendor represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying upon the following representations and warranties in connection with entering into this Agreement and the transactions contemplated hereby) as set out in below:
By the Vendor. It is agreed that the Vendor shall not make any addition and alteration in thesanctioned plans, layout plans and specifications and the nature of fixtures, fittings and amenities described in the Sixth, Eighth and Ninth Schedules hereto which are inconformity with the advertisement, prospectus etc., on the basis of which sale is effected in respect of the Apartment/building, as the case may be, without the previouswritten consent of the Purchaser/Allottee(s) as per the provisions of the Act:
By the Vendor. The Vendor hereby guarantees by way of independent guarantee undertakings (selbstständige Garantieversprechen), pursuant to § 311 of the German Civil Code (BGB), that the following statements (“Vendor’s Guarantees”) are true and correct, in each case as of the date hereof and as of the Closing Date, or as of such other date as is expressly stated in the relevant Vendor’s Guarantee, in which case the applicable Vendor’s Guarantee shall be correct as of such date:
By the Vendor. 8 3.1.1. Incorporation and Status of the Vendor....................... 8 3.1.2. Corporate Power of the Vendor and Due Authorization.......
By the Vendor. The Vendor and the Subsidiary jointly and severally represent and warrant to S&N as follows and acknowledge that S&N is relying upon the following representations and warranties in connection with the purchase of the Purchased Assets, despite any investigation made by or on behalf of S&N. Any statement in this Agreement that is not expressly qualified by a reference to an exception contained in a schedule to this Agreement will prevail, despite anything to the contrary that is disclosed in the schedule:
By the Vendor. The Vendor represents and warrants to the Buyer as follows and acknowledges that the Buyer is relying upon the following representations and warranties in connection with the transactions contemplated in this Agreement:
8.1.1 each of the Vendor and the Corporation is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;
8.1.2 the Vendor has the corporate power and capacity to enter into, and to perform its obligations under, this Agreement. This Agreement has been duly authorized, executed and delivered by the Vendor and is a valid and binding obligation of the Vendor, enforceable in accordance with its terms subject to the usual exceptions as to bankruptcy and the availability of equitable remedies;
8.1.3 other than this Agreement there are no agreements, options or other rights pursuant to which the Vendor is, or may become, obligated to sell any of the Purchased Assets to be sold by the Vendor and acquired by the Buyer pursuant to this Agreement;
8.1.4 the Vendor is the absolute beneficial owner of the Equipment and the IP Shares and has good and marketable title to the Equipment and the IP Shares, in each case free of any security interest, lien, charge, mortgage, pledge or encumbrance of any kind other than such interests as may exist pursuant to the Partner Agreements. The Vendor is not a non-resident of Canada under the Income Tax Act (Canada);
8.1.5 the IP Shares represent all of the issued and outstanding shares in the capital of the Corporation, are issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation and neither the Vendor nor the Corporation has issued or granted options, warrants, rights of exchange or conversion or any other rights to obtain shares of the Corporation;
8.1.6 as of the IP Closing Time, the Corporation will not have any liabilities except any maintenance or prosecution obligations arising pursuant to the Patents and any obligations arising pursuant to the Partner Agreements;
8.1.7 as of the IP Closing Time, the Corporation will not be party to or bound by any Contract except for the Partner Agreements. True and complete copies of the Partner Agreements, subject to redaction in the case of the TPC Agreement, have been provided to the Buyer by the Vendor;
8.1.8 there is no litigation in process or pending or, to the knowledge of the Vendor, threatened involving the Vendor or the Corporation;
8.1.9 the Vendor is registered for purposes of Part IX of t...
By the Vendor. The Vendor may terminate this Agreement without penalty under any of the following circumstances: (i) within the first thirty (30) days after the effective date upon at least twenty-four (24) hours prior written notice to VMLS; (ii) on any annual anniversary date of this Agreement upon at least (30) days prior written notice to VMLS; or (iii) upon the breach by VMLS of this Agreement or any other agreement between VMLS and the Vendor governing the terms, rights and obligations regarding the use of the MLS, including without limitation the MLS Rules and Regulations.
By the Vendor. In order to induce the Purchaser to enter into this Agreement and complete its obligations hereunder, the Vendor represents and warrants to the Purchaser solely with respect to itself that: “卖方”. 为了使“买方”签署本协议和履行其责任, “卖方” 特此向“买方”作如下的陈述和担保：
By the Vendor. The Vendor agrees to indemnify and hold harmless the Purchaser and its governors, directors, officers, employees, volunteers and agents against any liability, claim, cost or expense (including reasonable attorneys' fees) with respect to bodily injury, death, and property damage arising from the willful misconduct or negligent activity of the Vendor, its directors, officers, employees or agents during its performance of its responsibilities under this Contract, including but not limited to any claim against the Purchaser for infringement of patent rights owned or held by competitors of the Vendor. The Vendor further agrees to indemnify the Purchaser, its governors, directors, officers, employees, volunteers and agents from and against any loss, damages, costs, or expenses ("liability") in connection with any claim arising from any defect in the Filtration Systems, or in the provision of any services pursuant to this Contract, or by reason of the nature of the materials contained in said Filtration Systems or provision of service, except to the extent that the final order of a court of competent jurisdiction has determined that a proportion of such liability thereof was caused either by an alteration in, tampering with, or non-intended usage of the Filtration Systems by the Purchaser or by the willful misconduct or negligent activity of the Purchaser, its directors, officers or employees, in which case, the Purchaser shall be responsible solely for its proportionate share of the liability.
By the Vendor. (A) The Vendor hereby undertakes to the Purchaser not to, and will procure that none of its Affiliates may, on or prior to Completion, purchase, acquire or otherwise deal in any of the Shares or any interest therein.
(B) The Vendor hereby undertakes to the Purchaser that it will, and will procure that the Company shall take such action and give such information and assistance in connection with the affairs of the Company as the Purchaser may reasonably require in respect of any matters or claims in relation to or in connection with Tax or otherwise.
(C) Each of the Vendor and the Guarantors shall procure the delivery of the audited consolidated accounts of Charoong Thai Wire & Cable Co. Ltd and its subsidiaries and its associates companies for the period between 1 January to 30 June 2004 signed off by Ernst & Young and addressed to the Purchaser on or before 17 September 2004.
(D) The Vendor undertakes to the Purchaser that the composite service agreement dated 7 November 1996 entered into between the Company and the Vendor shall remain subsisting and valid and shall be renewed in accordance with its existing terms and will not be terminated at any time on or before 23 September 2007.
(E) The Vendor hereby undertakes to the Purchaser that all of the business relationship and transactions between the Vendor or any of its Affiliates on the one hand, and the Company or any other member of the Group on the other hand, shall be maintained in such manner which is consistent with past practices (including, without limitation the supply of raw materials and distribution of products) and on an arm's length basis, based on fair commercial terms.
(F) The Vendor hereby undertakes to the Purchaser that all the existing loan agreements or arrangements between the Vendor or any of its Affiliates on the one hand, and the Company or any other member of the Group on the other hand, shall remain subsisting and valid in accordance with its existing terms, and none of such arrangements or agreements may be terminated nor shall any payment or repayment be demanded thereunder by the relevant lender for whatever reasons nor may any security or Encumbrance interest in relation thereto be enforced at any time on or before 23 September 2007.
(G) The Vendor hereby undertakes to the Purchaser that it will, and will procure that all pledges and other Encumbrances over or in relation to the shares of APWC General Holdings Ltd and Samray Inc. shall be terminated by the parties thereto wi...