Common use of CONDITIONS, REPRESENTATIONS AND WARRANTIES Clause in Contracts

CONDITIONS, REPRESENTATIONS AND WARRANTIES. In addition to anything else in this agreement, the following are conditions of completing this agreement in favor of the Purchaser: (a) that the Vendor owns all the issued shares of the Corporation; (b) that the Shares are fully paid-up and non-assessable; (c) that no agreement or option exists pursuant to which the Corporation is or may be obliged to issue further shares of its authorized capital; (d) that the Shares are sold free and clear of all liens, encumbrances, and charges; (e) that any consent required for the transfer of the Shares in accordance with the Purchaser's direction is given; (f) that the Corporation is duly incorporated, validly subsisting, and in good standing under the laws of its jurisdiction of incorporation; (g) that the Corporation is not party to any collective agreement with a labor union; (h) that the Vendor give the Purchaser and all duly authorized representatives of the Purchaser full and complete access during normal business hours to the business premises and corporate, business, accounting, tax, and employment records of the Corporation for the purpose of investigating the business and affairs of the Corporation; (i) that the Vendor supply or deliver on closing all of the closing documents.