REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. Each Seller represents, covenants and warrants to Purchaser as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. Upon accepting this offer to purchase the Vendor covenants, warrants and represents with and to the Purchaser that;
a) If the Seller is a corporation, then it is a corporation duly incorporated under the laws of the Province of British Columbia and is validly existing and in good standing under the laws of the Province of British Columbia, and has power and capacity to own and dispose of the Assets owned by it and to carry on the Business as now being conducted by it and to enter into this agreement and carry out its terms to the fullest extent;
b) The execution and delivery of this Agreement and completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller;
c) Neither the execution and delivery of this Agreement, nor the completion of the purchase and sale contemplated herein will:
(i) violate any of the terms and provisions of the Articles of Incorporation of Seller, or any order, decree, statute, by- law, regulation, covenant or restriction applicable to it or any of the assets;
(ii) give any person the right to terminate, cancel or remove any of the Assets; result in any fees, duties, taxes, assessments or other amounts relating to any of the Assets becoming due or payable other than British Columbia Social Services Tax, if any, payable by Buyer in connection with the purchase and sale hereunder;
d) Seller has the necessary power and authority to transfer marketable title in the Assets to Buyer free and clear of all mortgages, liens, charges, pledges, security interest, encumbrances or any other claim whatsoever save as herein before provided;
e) Seller has good leasehold title to the Business Premises free and clear of all liens, mortgages, charges and encumbrances save as expressed reserved hereunder and the existing Lease is in good standing;
f) On the possession date, the Vendor will have good and marketable title to the Business and Assets, it shall be free and clear of any and all mortgages, liens, encumbrances or adverse claims whatsoever;
g) On the closing date there will not be any litigious proceedings affecting the Business;
h) Seller has no outstanding orders with respect to the Business complies with all by-laws and regulations, including Building, Health, Fire, License, Zoning, Planning and Electrical on the date of Completion.
i) all government licenses an permits required for the conduct of the Business and the uses to which the Assets have been put have ...
REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. Seller and Owner (as evidenced by the signature of Owner) represent, covenant, and warrant the following to be true, which representations, covenants, and warranties shall survive the Closing:
REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. To induce Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Seller hereby represents and warrants to and covenants with Buyer as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. As an inducement to and to obtain the reliance of MAGIC, Seller and the Seller Shareholders represent and warrant as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. As an inducement to, and to obtain the reliance of Buyer and the other China Digital Shareholders, Seller represents and warrants, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. Seller hereby represents, covenants, and warrants to Buyer, such representations, covenants, and warranties to be made as of the date hereof and at and as of the Closing Date and to survive the Closing and continue in accordance with the terms hereof (except as otherwise expressly set forth in Article VIII hereof), as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. As an inducement to, and to obtain the reliance of the Purchaser, except as set forth in the disclosure schedules attached hereto as Schedule 2, and referencing the particular section of this Article III to which the disclosure relates (the “Seller Disclosure Schedules”), Seller represents and warrants to the Purchaser, as of the Effective Date and as of the Closing Date, as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. As an inducement to, and to obtain the reliance of, Buyer, Seller represents, warrants and covenants, and, for purposes of Section 3.19, Mr. Root covenants, as follows:
REPRESENTATIONS, COVENANTS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that each of the following are true, correct, and complete as of the date hereof and as of the Closing Date. All references in this Agreement to “knowledge of Seller(s)” shall mean the actual knowledge, after reasonable investigation, of Seller.
