Representations of the Vendor. The Vendor hereby represents and warrants to the Escrow Agent that, as of the date hereof:
a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the corporate power and capacity to own its properties and assets and to carry on its business;
b) it has the power and capacity to enter into this Agreement and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it;
c) it has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement;
d) the execution and delivery of this Agreement and the performance by it of its obligations hereunder (i) do not and will not contravene, breach or result in any default under any of its constating documents or under any mortgage, lease, agreement or other legally binding instrument, licence, permit or laws to which it is a party or by which it or any of its properties or assets may be bound; and (ii) will not oblige it to grant any lien or security interest in respect of the Deposit Funds to any person;
e) this Agreement constitutes, or upon execution and delivery will constitute, a valid and binding obligation of it, enforceable against it in accordance with its terms, subject only to bankruptcy and insolvency laws affecting the enforcement of creditors’ rights generally and the availability, in the discretion of a court of competent jurisdiction, of equitable remedies; and
f) it has obtained or made formal application to Tarion to obtain confirmation of qualification for enrolment of the homes (as defined in the ONHWP Act) in the Freehold Project under the ONHWP Act.
Representations of the Vendor. Each of the Vendor and Xxxxxx represents and warrants to the Purchaser that at the date hereof:
Representations of the Vendor. The Vendor represents, warrants and agrees to and with the Purchaser as follows with the intent that the Purchaser shall rely thereon in entering this Agreement and in concluding the purchase and sale contemplated herein:
Representations of the Vendor. The Vendor represents and warrants to the Purchaser that:
(a) the Vendor has full and sufficient authority to convey legal title and beneficial ownership of the Residential Lands to the Purchaser in accordance with this Agreement;
(b) the execution, delivery and acceptance of this Agreement and the completion of the within purchase and sale have been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor;
(c) there are no local improvement charges or special levies against the Residential Lands, nor has the Vendor received any notice of, or is there any reasonable basis for, any proposed local improvement charges or special levies;
(d) neither the Residential Lands or any part thereof has been expropriated or condemned, nor has the Vendor received any notice of, or is there any reasonable basis for, any proposed expropriation or condemnation
(e) the Vendor has not failed to disclose to the Purchaser any fact or information material to or concerning the Residential Lands which the Vendor is aware;
(f) the Vendor does not have any information or knowledge of any facts relating to the Residential Lands which, if known to the Purchaser, might reasonably be expected to deter the Purchaser from completing the within purchase and sale;
(g) no commission, fee or other charges will be payable by the Purchaser to any sales agent or representative of the Vendor in connection with this Agreement or the resulting purchase and sale of the Residential Lands; and
(h) there is no litigation or administrative or governmental proceeding or inquiry pending or threatened against or relating to the Vendor or the Residential Lands, nor is there any reasonable basis for any such litigation, proceeding or inquiry.
Representations of the Vendor. The Vendor covenants, represents and warrants to and in favour of the Purchaser that, as of the date of this Agreement and as of the Closing Date, unless otherwise specified in this Section:
Representations of the Vendor. The Vendor represents and warrants to the Purchaser that:
(a) part of the Vendor's business is the development of internal and external web sites for clients, exclusive of integration into such of internal enterprise systems ("Web Site Development Services");
(b) the clients of the Vendor listed on Schedule A (the "Clients") have contracted with the Vendor for Web Site Development Services, all of which are performed on a time and materials basis, except for two which are on a retainer basis; and
(c) all of the contracts between the Vendor and the Clients are in good standing.
Representations of the Vendor. The Vendor hereby agrees to observe, perform and comply with all the terms, conditions, stipulations and restrictions if any, which may have been imposed by the concerned local authority at the time of sanctioning the said Plans or thereafter and shall, before handing over possession of the Unit to the Allottee/s, obtain from the concerned local authority occupancy and /or completion certificates in respect of the Unit.
i. It is further agreed that the Vendor/Association shall start commencement of the common area maintenance within two months post receipt of the Completion Certificate from the Local Authority.
ii. It is further agreed that the Vendor/Association reserves the right to claim the additional amount towards the maintenance charges from the Allottee/s if the provision maintenance charges paid by the Allottee/s exhaust on an early date.
iii. The Vendor/Association shall handover the duly accounts of the maintenance funds to the Association after formation of the same and the Vendor/ Association shall be responsible to produce the accounts of maintenance funds till the date of formation of Association to the Allottee/s in a yearly meeting with Allottee/s.
Representations of the Vendor. 3.1 Subject to Section 3.3 hereof, the Vendor hereby represents and warrants as follows and hereby acknowledges and confirms that the Purchaser is relying on such representations and warranties in connection with the consummation by the Purchaser of the transactions contemplated in and by this Agreement:
Representations of the Vendor. 2.1 The Vendor represents and warrants to the Purchaser that:
a. it is an individual and governed under the laws of United States of America with full power and absolute capacity to enter into this Agreement;
b. the terms of this Agreement have been authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof;
c. the entry into this Agreement by the Vendor will not cause or constitute a breach of any other agreement to which the previous vendor may be bound, and will not constitute a violation of any order, rule or regulation which has or may have an effect on the previous Vendor; and
d. to the knowledge of the Company, there are no agreements other than the Prior Agreement relating to the Claims, or to a portion of the Mineral Claims.
e. property is named "Pure Flake Graphite" property and includes all claims in Schedule A of this agreement.
f. Property is 100% owned by vendor and is being held in trust for the vendor by a free miners licensed person.
2.2 The representations and warranties of the Vendor hereinbefore set out form a part of this Agreement and are true as at the date hereof and shall be true as of the Closing Date and are conditions upon which the Purchaser has relied in entering into this Agreement.
Representations of the Vendor. The Vendor represents and warrants to and in favour of the Purchaser that, as of the date of this Agreement and as of the Closing Date, unless otherwise specified in this Section:
