REPRESENTATIONS AND WARRANTIES OF EACH VENDOR Sample Clauses

REPRESENTATIONS AND WARRANTIES OF EACH VENDOR. Except as set forth in the Disclosure Schedules, each Vendor severally (and not jointly and severally) represents and warrants to Purchaser (and acknowledges and agrees that Purchaser is relying on such representations and warranties in connection with the execution and delivery and the performance of its obligations hereunder) that the statements contained in this Article 4 are true and correct as to such Vendor as of the date hereof and as of the Closing (except for the statements contained in Sections 4.11 through 4.13, which shall only be true as of the Closing), provided however, that it is acknowledged and agreed that the statements contained in this Article 4 are given (i) by each Vendor as to that Vendor only and no Vendor makes any representations or warranties whatsoever with respect to any other Vendor and (ii) by Fry and Fry Holdco as to Fry Subco, by Xxxxx and Xxxxx Holdco as to Xxxxx Xxxxx and by Xxxxxxx and Xxxxxxx Holdco as to Xxxxxxx Subco, and no other Vendor makes any representations or warranties whatsoever with respect to such Acquired Company. 4.1 Corporate Status, Authorization and Extra-Provincial Registrations Each non-individual Vendor is a corporation duly and validly incorporated, organized and existing under the laws of the Province of Ontario. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution. Each non-individual Vendor has submitted all notices or returns of corporate information required by law to be submitted by it to any Governmental Authority. Each non-individual Vendor has the corporate power and capacity to own, lease, use, operate and sell its property, carry on the business as now being conducted by it and enter into and perform its obligations under this Agreement and each of the Closing Documents to which it is or is to becomes a party. 4.2 No Insolvency or Reorganization Proceedings Such Vendor is not insolvent and no proceedings have been taken or authorized by such Vendor or by any other Person with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of such Vendor or with respect to any amalgamation, merger, consolidation, arrangement, receivership or reorganization of, or relating to such Vendor nor, to the knowledge of such Vendor, have any such proceedings been threatened by any other Person.

REPRESENTATIONS AND WARRANTIES OF EACH VENDOR. Each Vendor, severally and not jointly, as to itself only and not as to any other Vendor, represents and warrants to the Purchaser as set out in Subsections 3.2.1-3.2.10 and, in the case of Mid Atlantic only, Subsection 3.2.11, and acknowledges that the Purchaser is relying on those representations and warranties in entering into this Agreement and completing the transactions contemplated by it.