OPTIONOR'S REPRESENTATIONS Sample Clauses

OPTIONOR'S REPRESENTATIONS. 1.1 Laronde represents and warrants to Mobridge that: (a) Laronde is the registered and beneficial owner of the Claim and holds the right to explore and develop the Claim; (b) Laronde holds the Claim free and clear of all liens, charges and claims of others, and Laronde has a free and unimpeded right of access to the Claim and has use of the Claim surface for the herein purposes; (c) The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the Province of Ontario and are in good standing in Ontario as of the date of this Agreement; (d) There are no adverse claims or challenges against or to the Laronde's ownership of or title to the Claim nor to the knowledge of Laronde is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Claim or any portion thereof; (e) Laronde has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Laronde is a party or by which he is bound or to which he is subject; and (f) No proceedings are pending for, and Laronde is unaware of any basis for, the institution of any proceedings which could lead to the placing of Laronde in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of Laronde set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which Mobridge has relied in entering into this Agreement and shall survive the acquisition of any interest in the Claim by Mobridge . 1.3 Laronde will indemnify Mobridge from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Laronde and contained in this Agreement. 1.4 Laronde acknowledges and agrees that Mobridge has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to Mobridge shall limit or extinguish the right to indemnity hereunder, and, in addition to an...
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OPTIONOR'S REPRESENTATIONS. The Optionor represents and warrants to the Optionee that:
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OPTIONOR'S REPRESENTATIONS. 1.1 Cardinal represents and warrants to New Inverness that: (a) Cardinal is the registered and beneficial owner of the Claim and holds the right to explore and develop the Claim; (b) Cardinal holds the Claim free and clear of all liens, charges and claims of others, and Cardinal has a free and unimpeded right of access to the Claim and has use of the Claim surface for the herein purposes; (c) The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the Province of Ontario and are in good standing in Ontario as of the date of this Agreement; (d) There are no adverse claims or challenges against or to the Cardinal's ownership of or title to the Claim nor to the knowledge of Cardinal is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Claim or any portion thereof; (e) Cardinal has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Cardinal is a party or by which he is bound or to which he is subject; and (f) No proceedings are pending for, and Cardinal is unaware of any basis for, the institution of any proceedings which could lead to the placing of Cardinal in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of Cardinal set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which New Inverness has relied in entering into this Agreement and shall survive the acquisition of any interest in the Claim by New Inverness . 1.3 Cardinal will indemnify New Inverness from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Cardinal and contained in this Agreement.
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OPTIONOR'S REPRESENTATIONS. The Optionee has executed this Option as a result of the Optionor representing to it that he owns the Apartment and has it available to rent to the Optionee. The Optionee shall have no other claims against Optionor and no other remedies or liabilities shall exist or be claimed to exist against Optionor.
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OPTIONOR'S REPRESENTATIONS. Each of the Optionors, severally and not jointly, represents and warrants to the Optionee that:
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OPTIONOR'S REPRESENTATIONS. Optionor hereby represents and warrants to Optionee as follows: (a) The execution, delivery and performance by Optionor of this Agreement and such other instruments and documents to be executed and delivered in connection herewith by Optionor does not, and will not, result in any violation of, or conflict with, or constitute a default under, any provision of any agreement or any mortgage, deed of trust, indenture, lease, security agreement, or other instrument or agreement to which Optionor is a party. (b) To the best of the Optionor's knowledge, Optionor is not prohibited from consummating the transactions contemplated by this Agreement by any law, rule, regulation, instrument, agreement, order or judgment. (c) Optionor has not received any notice of, and, to the best of Optionor's knowledge, there do not exist any current violations of any laws, statutes, ordinances, regulations or other requirements of any governmental agency in connection with or related to the Property. Without limiting the generality of the foregoing, to the best of Optionor's knowledge, no hazardous substances or wastes or petroleum products are presently located on the Property. Optionor has not received any notice of any proceeding or any pending inquiry by any governmental agency with respect to hazardous wastes or toxic substances in connection with the Property. Optionor has received no notice of any violations of any local, state or federal statutes or laws governing the generation, treatment, storage, disposal or clean-up of hazardous substances, including, without limitation, NRS Chapter 459, the Toxic Substance Control Act of 1976, or the Resource Conservation and Recovery Act of 1976, as they have been amended from time to time. (d) To the best of Optionor's knowledge, there are not any existing, pending or anticipated litigation, condemnation or similar proceedings against or involving the Property or, to the best of Optionor's knowledge, or any other claim, action, suit or other proceeding threatened or pending which would materially and/or adversely affect Optionee's right, title and/or interest in and to, or enjoyment or use of, the Property. (e) The Property is a legal parcel or parcels in accordance with Nevada's Subdivision Map Act, Chapter 278 of Nevada Revised Statutes. (f) Optionor shall not transfer, encumber or otherwise hypothecate the Property or any portion thereof or interest therein, so long as this Agreement remains in effect. The foregoing representation...
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OPTIONOR'S REPRESENTATIONS. All representations and warranties made by Optionor to Optionee in this Agreement shall be materially true and correct in all material respects as of the Close of Escrow.
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Related to OPTIONOR'S REPRESENTATIONS

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • CONTRACTOR’S REPRESENTATIONS In order to induce the City to enter into this Work Order, the Contractor makes the following representations: 7.1 Contractor has familiarized itself with the nature and extent of the Contract Documents including this Work Order, work, site, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the work. 7.2 Contractor has obtained at his/her own expense and carefully studied, or assumes responsibility for obtaining and carefully studying, soil investigations, explorations, and test reports which pertain to the subsurface conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the work as Contractor considers necessary for the performance or furnishing of the work at the stated work order price within the Work Order stated time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of the IFB; and no additional examinations, investigations, explorations, tests, reports, studies or similar information or data are or is deemed necessary by Contractor for such purposes. 7.3 Contractor has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said Underground Facilities are or is deemed necessary by the Contractor in order to perform and furnish the work under this Work Order price, within the Work Order time and in accordance with the other terms and conditions of the Contract Documents. 7.4 Contractor has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Documents. 7.5 Contractor has given the City’s Contract Administrator written notice of all conflicts, errors or discrepancies that he or she has discovered in the Contract Documents and the written resolution thereof by City or its designee is acceptable to the Contractor.

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Lessor’s Representations and Warranties Lessor represents and warrants that it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft pursuant to this Agreement.

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will: a) Violate any provision of the charter documents of Contractor; b) Violate any laws, rules, regulations, or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Contractor; or c) Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which Contractor may be bound, the occurrence of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities, or condition (financial or otherwise) of Contractor.

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

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