Common use of Representations of the Vendor Clause in Contracts

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. 6.1 The Vendor hereby represents and warrants Xxxx Xxxxxxx Courtice and Xxxxxx Eire XxXxxxxxxx jointly and severally represent and warrant to the Escrow Agent Purchaser, with the intent that the Purchaser will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, that, as : (a) each of the date hereof: a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and parties hereto has the corporate power power, authority and capacity to own its properties and assets and to carry on its business; b) it has the power Business as presently conducted 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 itcarry out its terms; c) it has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement; d(b) 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 completion of the Deposit Funds to any person; e) transaction contemplated hereby has been duly and validly authorized by the necessary corporate action on the part of the Vendor and this Agreement constitutes, or upon execution and delivery will constitute, constitutes a valid and binding obligation of it, the Vendor enforceable against it the Vendor in accordance with its terms; (c) the Vendor owns and possesses and has good and marketable title to the Business Assets, subject only to bankruptcy free and insolvency laws clear of all liens, charges and encumbrances of every kind and nature whatsoever; (d) the Business Assets comprise all property and assets used by the Vendor in connection with the Business; (e) there are: (i) no actions, suits or proceedings before any court, pending or threatened, by or against or affecting the enforcement Vendor, the Business or any of creditors’ rights generally and the availability, in the discretion of a court of competent jurisdiction, of equitable remediesBusiness Assets; and f(ii) it has obtained no proceedings, investigations, complaints, order, directives or made formal application to Tarion to obtain confirmation notices of qualification for enrolment defect or non-compliance by or before any governmental commission, department, board, authority or administrative or regulatory agency, body or officer issued, pending or threatened against the Vendor or in respect of the homes (as defined in Business or any of the ONHWP Act) in the Freehold Project under the ONHWP Act.Business Assets;

Representations of the Vendor. The Vendor hereby represents and warrants to the Escrow Agent Trustee and to Tarion 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 is (or has obtained or made formal application to Tarion to obtain confirmation of qualification for enrolment of the homes (as defined in the ONHWP Actbecome) in the Freehold Project a registered vendor and/or builder under the ONHWP Act, in respect of the RCCP; g) no creditor of the Vendor has (or will have) any security interest or other claim in the Funds ranking prior to the interests of the Beneficiaries created by virtue of this Agreement, and the Vendor covenants to obtain and deliver to the Trustee upon the Trustee’s request, all such acknowledgements or postponements, in form and substance satisfactory to Tarion, from any or all creditors of the Vendor evidencing that any security interests or other claims of such creditors do not attach to the Fund, or such security interest(s) rank behind the interests of the Trustee and Beneficiaries in and to the Funds; and h) the Vendor has (or will have) all necessary and unencumbered rights in and to the Fund, prior to the delivery thereof by the Vendor to the Trustee.

Representations of the Vendor. The Vendor hereby represents and warrants to Tarion and 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 Collateral 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; g) no creditor of the Vendor has (or will have) any security interest or other claim in the Collateral ranking prior to the interests of Tarion created by virtue of this Agreement, and the Vendor covenants to obtain and deliver to Tarion, upon Tarion’s request, all such acknowledgements or postponements, in form and substance satisfactory to Tarion, from any or all creditors of the Vendor evidencing that any security interests or other claims of such creditors do not attach to the Collateral, or such security interest(s) rank behind the interests of Tarion in and to the Collateral; and h) the Vendor has (or will have) rights in and to the Collateral, prior to the delivery thereof by the Vendor to the Escrow Agent.

Representations of the Vendor. The Vendor hereby represents and warrants to Tarion and 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 Collateral 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; g) no creditor of the Vendor has (or will have) any security interest or other claim in the Collateral ranking prior to the interests of Tarion created by virtue of this Agreement, and the Vendor covenants to obtain and deliver to Tarion, upon Xxxxxx’s request, all such acknowledgements or postponements, in form and substance satisfactory to Tarion, from any or all creditors of the Vendor evidencing that any security interests or other claims of such creditors do not attach to the Collateral, or such security interest(s) rank behind the interests of Tarion in and to the Collateral; and h) the Vendor has (or will have) rights in and to the Collateral, prior to the delivery thereof by the Vendor to the Escrow Agent.