REPRESENTATIONS AND WARRANTIES OF VENDORS. To induce Purchaser to enter into this Agreement and to perform its obligations hereunder, and with full knowledge that Purchaser will rely thereon, the Vendors hereby represent and warrant, jointly and severally, to the Purchaser the truth, accuracy and completeness of the following:
(a) Enforceability of Obligations - This Agreement and each of the other agreements referenced herein to which one or more Vendors is a party have been duly executed and delivered by each of such Vendors, and each of the Agreement and such other agreements constitutes a valid and binding obligation of each of the Vendors enforceable against each of them in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF VENDORS. In order to induce Phoenix to enter into this Agreement and to purchase the Shares hereunder, the Vendors hereby make the following representations and warranties to Phoenix. The Vendors' liability for the following representations and warranties shall be joint, and not solidary i.e. pro rata to the number of Phoenix Shares received by each Vendor according to Section 2.2, except in the event of fraud with respect thereto.
REPRESENTATIONS AND WARRANTIES OF VENDORS. Except as set forth in the correspondingly numbered section of the Vendor Disclosure Schedules, each Vendor represents and warrants that, solely with respect to such Vendor, the statements contained in this Article IV are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF VENDORS. The Vendors hereby represent and warrant, jointly and severally, as follows to the Purchaser and acknowledge and confirm that the Purchaser is relying upon such representations and warranties in connection with the purchase by the Purchaser of the Purchased Shares:
REPRESENTATIONS AND WARRANTIES OF VENDORS. 2.1 Each of the Vendors acknowledges, warrants and represents, subject to the ongoing restructuring proceedings involving the Vendors under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA Proceedings”):
(a) it validly exists as a corporation in good standing under the laws of the state or province of its organization and is, under the laws in effect in the jurisdiction in which the Property is located, legally or beneficially entitled to hold the Property and all concessions comprised therein; and it has full power, absolute authority and capacity to enter into this Agreement and to carry out the transactions contemplated hereby, and it has the sole right to convey the Property (save and except for the Excluded Properties) to the Purchaser, all subject to the issuance of the Court Order (as defined herein);
(b) to the best of the Vendors’ knowledge, there is no adverse claim or challenge against or to the Vendors’ ownership of or title to the Property, or any portion thereof, nor is there any basis therefore, and other than the Letter Agreement, there are no outstanding agreements or options to acquire or purchase the Property, or any portion thereof or interest therein, and no person has any royalty or interest whatsoever in production or profits from the Property or any portion thereof; and
(c) payment of the Consideration by Golden River to the Vendors shall represent full and final satisfaction of the obligations of the Purchaser and Golden River to the Vendors and on receipt of the Consideration the Vendors shall be deemed to have released the Purchaser and Golden River and their directors and officers from any claims, actions or demands which the Vendors may otherwise have had with respect to their dealings with the Purchaser and/or Golden River in relation to the Property.
2.2 The representations and warranties contained in section 2.1 are provided for the exclusive benefit of the Purchaser and a misrepresentation or breach of warranty may be waived by the Purchaser in whole or in part at any time without prejudice to their rights in respect of any other misrepresentation or breach of the same or any other representation or warranty, and the representations and warranties shall survive the execution hereof.
2.3 The representations, warranties and covenants of section 2.1 are true and correct as of the date hereof, will remain true and correct throughout the term of this Agreement, and will be true and correct as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF VENDORS. 26 4.1 Organization, Qualification, and Corporate Power................ 26 4.2 Authorization................................................... 27 4.3
REPRESENTATIONS AND WARRANTIES OF VENDORS. 3.1 Individual Representations and Warranties of Vendors..............8 3.2 Representations and Warranties of Vendors.........................9 3.3 Representations and Warranties of Holdco Vendors.................19
REPRESENTATIONS AND WARRANTIES OF VENDORS. 3.1 Joint Representations and Warranties of Vendors Each Vendor hereby jointly (within the meaning of the Civil Code of Quebec) represents and warrants to Purchaser and Ramtron as follows as of the date hereof (the "Vendors' Core Representations") with respect to himself or itself, as the case may be, and acknowledges and confirms that Purchaser and Ramtron is relying upon such representations and warranties in connection with the purchase by Purchaser of the Purchased Shares notwithstanding any investigation by, or knowledge of, Purchaser:
REPRESENTATIONS AND WARRANTIES OF VENDORS. Due Incorporation, Existence and Corporate Power of the Corporation................................................11 3.02 Extra-Provincial Qualification...................................11 3.03 Authorized Capital of the Corporation............................11 3.04
REPRESENTATIONS AND WARRANTIES OF VENDORS. Each Vendor hereby represents and warrants, severally, and not jointly nor jointly and severally, to the Purchaser that each of statements contained in this Section 3.2 is true and correct as at the time of execution of this Agreement and that such statements will be true and correct as at the Closing Time (except for any such statement which expressly indicates some other time), and each Vendor acknowledges that Purchaser is relying on such representations and warranties in connection with the purchase of the Purchased Shares and the completion of the other transactions hereunder.
