REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR. The Vendor represents and warrants to and covenants with the Purchaser, with the knowledge that the Purchaser relies upon same in entering into this Agreement, that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR. (a) The Vendor represents and warrants to and covenants with the Company, with the knowledge that the Company relies upon same in entering into this Agreement, that:
(i) it has been duly formed and validly exists in good standing with respect to the filing of annual reports under the laws of its jurisdiction of formation;
(ii) no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy;
(iii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority;
(iv) it is legally entitled to hold the oil and gas lease Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Company of its requisite interest in and to the oil xxxxx it participates in pursuant to this Participation AMI agreement.
(v) subject to the Company keeping this agreement in good standing, it is, and at the time of each transfer to the Company of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, free and clear of all liens, charges, claims, liabilities and adverse interests of any nature or kind;
(vi) the oil and gas lease agreements have been duly and validly entered into by the Vendor pursuant to the laws of the jurisdiction in which such agreement is governed and is in good standing;
(vii) to the knowledge of the Vendor there are neither any adverse claims or challenges against, or to the ownership or title to, any of the oil and gas leases comprising the AMI or to the validity or enforceability of any of the lease agreements in res...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR. (a) The Vendor covenants and agrees with and represents and warrants to Metrolinx, and acknowledges and confirms that Metrolinx is relying on such covenants, agreements, representations and warranties, as follows:
(i) the Vendor is validly existing under the laws of the location of its head office and the Vendor has all necessary corporate power, authority and capacity to enter into this Contract and to perform its obligations hereunder;
(ii) the entering into of this Contract by the Vendor and the performance of its obligations hereunder has been authorized by all necessary corporate action;
(iii) the execution and delivery of this Contract, the consummation of the transactions contemplated herein and compliance with and performance of the provisions of this Contract does not and shall not:
(A) result in a breach of or constitute a default under, or create a state of fact, which after notice or lapse of time or both, or otherwise, would constitute a default under any term or provision of the constating documents of the Vendor, the by- laws or resolutions of the Vendor or any agreement or instrument to which the Vendor is a party or by which it is bound, or
(B) require the Vendor to obtain any Approval or action of any other Persons and, if required, any such Approvals have already been obtained as of the date of this Contract;
(iv) this Contract constitutes a legally valid and binding obligation of the Vendor enforceable against it in accordance with its terms, subject only to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of the rights of creditors generally, the principles of equity and that equitable remedies such as specific performance and injunction are available only in the discretion of a court of competent jurisdiction;
(v) the Vendor has carefully reviewed the whole of this Contract, including all of the Contract Documents, and all other documents made available to the Vendor by Metrolinx, and, to the Vendor's knowledge, nothing contained herein or therein inhibits or prevents the Vendor from performing the Work in accordance with the Required Standard of Care so as to achieve and satisfy the requirements of this Contract;
(vi) the Vendor has engaged and shall engage only Subvendors and Vendor Personnel that are qualified and competent to perform the portions of the Work they are responsible for and possess the requisite Domain Expertise;
(vii) the Vendor has available the resources and personnel to complet...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR. The Vendor hereby represents, warrants and covenants to each of the Investors that each of the following statements is true:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR. (a) All representations and warranties of the Vendor made in or pursuant to this Agreement are true and correct and shall be true and correct at the Closing Time as if such representations and warranties had been made at and as of the Closing Time.
(b) The Vendor shall have performed or complied with all obligations, covenants and agreements contained in this Agreement to be performed by it at or prior to the Closing Time.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR. The Vendor hereby represents and warrants and covenants to XSEL that each of the statements contained in Schedule H is true and correct as of the date hereof and as at each Closing.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR. Each of:
(a) the representations and warranties of Vendor (A) in Sections 4.1.1 (Incorporation and Status of Vendor), 4.1.2 (Due Authorization by Vendor), 4.1.3 (Title to Purchased Assets), 4.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR. The Vendor represents and warrants to and covenants with the Purchaser that:
4.1 The Vendor now is the valid owner of the Shares and has good, safeholding, and marketable title to same, free and clear of all liens, charges, encumbrances, judgments and adverse claims.
4.2 No person, firm or corporation has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, for the purchase from the Vendor of the Shares.
4.3 The Vendor has good and sufficient authority and all consents, if any are necessary, to enter into this Agreement on the terms and conditions herein.
4.4 All deductions required by law to be made by the Vendor from employees' (if any) wages and salaries have been made and remitted to the proper governmental authority or authorities, and all employees will have been dismissed with adequate notice by Possession Date or adequate pay in lieu of notice will have been paid by the Vendors.
4.5 The Vendor is a resident of Canada within the meaning of the Income Tax Act (Canada).
4.6 To the best of the Vendor's knowledge the Vendor is not a party to or threatened with any litigation or any other claim whatsoever and no situation exists which could form the basis of a claim, which, if successful, could adversely affect or could constitute a lien or charge or in any other way encumber the title to the Shares or any of them, except for a Writ of Summons issued February 18, 1999 by GPT Management Ltd. as Plaintiff (Victoria Registry No. 99-0811).
4.7 The completion of the transaction contemplated by this Agreement will not result in the acceleration of the time for payment of any debt owing by the Vendor or cause any security granted by the Vendor to become enforceable.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR. As a material inducement to the Purchaser entering into this Agreement and completing the transactions contemplated by this Agreement and acknowledging that the Purchaser is entering into this Agreement in reliance upon the representations, warranties and covenants of the Vendor set out in Section 5.1, the Vendor hereby represents, warrants and covenants to the Purchaser as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR. As of the Effective Date and at all times during term of this Agreement, Vendor, hereby represents, warrants and covenants to Charity as follows:
(a) Vendor is validly existing under the laws of Kansas, has the full power and authority to enter into and perform this Agreement and to participate in the activities described in this Agreement, and has authorized the execution, delivery and performance of this Agreement by all requisite corporate or other actions.
(b) The Vendor Platform and all Vendor content contained therein, and any other marketing materials are in compliance with all applicable laws, rules and regulations.
