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 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. 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. The Vendor hereby covenants and agrees to indemnify and hold VMLS harmless from and against any and all claims, causes of action, damages, liabilities, actions, suits, proceedings, losses, costs and expenses (including reasonable attorneys’ fees and costs including expert witness fees) arising out of or in connection with (i) the Vendor’s execution of this Agreement; (ii) the use of the MLS or any parts or files of the MLS by the Vendor or any employee, agent or affiliate of the Vendor; (iii) the Vendor’s design and/or hosting of the Participant’s Internet web site; (iv) the use of the MLS by the Vendor or any employee, agent or affiliate of the Vendor for commercial or private means; or (v) the Vendor’s breach of this Agreement.
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 hereby agrees to indemnify and save the Purchaser harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against the Purchaser or which the Purchaser may suffer or incur as a result of, in respect of or arising out of:
(a) any non-performance or non-fulfilment of any covenant or agreement on the part of a Vendor contained in this Agreement, or any document given in order to carry out the transactions contemplated hereby;
(b) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Vendor contained in this Agreement or contained in any document or certificate given or to carry out the transactions contemplated hereby; and
(c) all costs and expenses including, without limitation, legal fees on a solicitor and client basis, incidental to, arising from or in respect of the foregoing.
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:
