Representations and Warranties by Vendor. As at the date of this agreement and on each day until and including the Settlement Date, the Vendor represents and warrants to the Lead Manager that each of the following statements is true, accurate and not misleading:
(a) (body corporate) it is a body corporate validly existing and duly established under the laws of its place of incorporation;
(b) (capacity) it has full legal capacity and power to enter into this agreement and to carry out the transactions that this agreement contemplates;
(c) (authority) it has taken, or will have taken by the time required, all corporate action that is necessary or desirable to authorise its entry into this agreement and its carrying out of the transactions that this agreement contemplates;
(d) (agreement effective) this agreement constitutes it's legal, valid and binding obligation, enforceable against it in accordance with its terms;
(e) (ownership, encumbrances) it is the registered holder and sole legal owner of the Sale Shares and will transfer the full legal and beneficial ownership of those Sale Shares free and clear of all liens, charges, security interests, claims, equities and pre-emptive rights, subject to registration of the transferee(s) in the register of shareholders of the Company;
(f) (information) all information provided by the Vendor to the Lead Manager in relation to the Sale, the Sale Shares and, as far as the Vendor is aware, the Company is true and correct in all material respects and not misleading or deceptive in any material respect whether by omission or otherwise;
(g) (Sale Shares) as far as the Vendor is aware, following sale by it, the Sale Shares will rank equally in all respects with all other outstanding ordinary shares of the Company, including their entitlement to dividends;
(h) (quotation) the Sale Shares are quoted on the financial market operated by XXX;
(i) (control) the Vendor does not control the Company within the meaning of Section 50AA of the Corporations Act and the Sale Shares may be offered for sale on the financial market operated by ASX without disclosure to investors under Part 6D.2 of the Corporations Act;
(j) (power to sell) it has the corporate authority and power to sell the Sale Shares under this agreement and no person has a conflicting right, whether contingent or otherwise, to purchase or to be offered for purchase the Sale Shares;
(k) (no xxxxxxx xxxxxxx offence) at the time of execution of this agreement by the Vendor, other than information relating to the ...
Representations and Warranties by Vendor. The Vendors (jointly and severally) represent, warrant and covenant (each of which shall constitute the basis on which the Purchaser has entered into this agreement).
Representations and Warranties by Vendor. 10.1. Vendor represents and warrants that it possesses the skill, training, licences, permits and/or registrations, qualifications and experience necessary to perform the Services required in accordance with the highest standards expected of those providing similar service. 10. Dichiarazioni e garanzie da parte del Fornitore. 10.1 Il Fornitore dichiara e garantisce di possedere le competenze, la formazione, le licenze, i permessi e/o le registrazioni, le qualifiche e l’esperienza necessari per svolgere i Servizi richiesti in conformità ai più alti standard attesi da chi fornisce un servizio simile.
10.2. Vendor represents and warrants that where required it is of good professional standing and reputation and that throughout the term of this Agreement, shall be properly qualified and authorized to perform the Services as contemplated herein. 10.2 Il Fornitore dichiara e garantisce, ove richiesto, di avere una buona professionalità e reputazione e, per tutta la durata del presente Contratto, di essere adeguatamente abilitato e autorizzato a svolgere i Servizi secondo quanto previsto nel presente documento.
10.3. Vendor may post basic descriptive information about the Study on its website without Sponsor’s prior review. Basic descriptive information includes: the Study title, purpose of the Study, Protocol summary, basic eligibility criteria, the cost paid for the Services performed, Study site location(s), and how to contact the Vendor for further information. Inclusion of information beyond the basic descriptive information requires Sponsor review 10.3 Il Fornitore può pubblicare informazioni generiche descrittive dello Studio sul proprio sito web senza revisione dello Sponsor. Le informazioni genriche descrittive includono: il titolo dello Studio, lo scopo dello Studio, il riepilogo del Protocollo, i criteri di eligibilità, l’ubicazione dei centri partecipanti, il corrispettivo del servizio reso, a come contattare il Fornitore per informazioni aggiuntive. L’inclusione di informazioni oltre tali informazioni generiche descrittive richiede la revisione del Promotore.
10.4. Vendor represents, warrants and certifies that neither it nor any of its employees or contractors who are to perform any activities in connection with this Agreement (i) have been prohibited from providing services or debarred, suspended, excluded, sanctioned, disqualified, struck- 10.4 Il Fornitore dichiara, garantisce e certifica che né allo stesso né ad alcuno dei propri dipendenti o ap...
Representations and Warranties by Vendor. The Vendor represents and warrants to the Purchaser the following:
Representations and Warranties by Vendor. 8 3.2 Representations and Warranties by Purchaser....................................................15
Representations and Warranties by Vendor. Vendor represents and warrants Vendor is duly organized, validly existing and in good standing under the laws of the state of its organization; it is duly authorized and in good standing to conduct business in the State of Texas; it has all necessary power and has received all necessary approvals to execute and deliver this Agreement; and the individual executing this Agreement on behalf of Vendor has been duly authorized to act for and bind Vendor.
Representations and Warranties by Vendor. The Vendor represents and warrants to the Purchaser the following:
2.01 Organization Vendor is private Alberta corporation duly organized, validly existing, and in good standing under the laws of that province, has all necessary corporate powers to own properties and carry on a business, and is duly qualified to do business and is in good standing in the province of Alberta and elsewhere (if required). All actions taken by the incorporators, directors and/or shareholders of Vendor have been valid and in accordance with the laws of the province of Alberta. The only asset of Vendor consist of the leases outlined in Schedule A attached being 10,100 square kilometres of mineral and oil and gas leases in Peru known as Block 19 Immediately following the Closing, the Purchaser shall file all required filings with any state and federal regulators, including the SEC, disclosing the acquisition of the Asset by the Purchaser and all such additional disclosure as is required to keep the corporation in good standing with any and all regulatory bodies having authority.
Representations and Warranties by Vendor. As at the date of this agreement and at all times until the later of the Settlement Date and the date of the sale of the last of the Restricted Securities or the End Date, Vendor represents and warrants to the Lead Manager that:
(a) (body corporate) Vendor is a body corporate validly existing and duly established under the laws of its place of incorporation;
(b) (capacity) Vendor has full legal capacity and power to enter into this agreement and to carry out the transactions that this agreement contemplates;
(c) (authority) Vendor has taken, or will have taken by the time required, all corporate action that is necessary or desirable to authorise its entry into this agreement and its carrying out of the transactions that this agreement contemplates;
(d) (agreement effective) this agreement constitutes Vendor’s legal, valid and binding obligation, enforceable against it in accordance with its terms;
(e) (ownership, encumbrances) Vendor will transfer the full legal and beneficial ownership of the Sale Shares free and clear of all liens, charges, security interests, claims, equities and pre-emptive rights, subject to registration of the transferee(s) in the register of shareholders of the Company;
Representations and Warranties by Vendor. 8.1.1. Vendor hereby represents and warrants to Village as of the Effective Date as follows:
(i) Vendor is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Illinois and certified as an Alternative Retail Electric Supply in the State of Illinois pursuant to ICC Docket No. 13-0293;
(ii) Vendor has all authorizations from any governmental authority necessary for it to legally perform its obligations under this Agreement or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due;
(iii) Vendor only retains and shall only retain experience and financially qualified subcontractors that are not governmentally disbarred or otherwise prohibited from performing work for public entities;
Representations and Warranties by Vendor
