The Purchaser Warranties Sample Clauses

The Purchaser Warranties. 1 The Purchaser is duly incorporated and validly existing under the laws of its place of incorporation.
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The Purchaser Warranties. Corporate Matters The Purchaser has been duly incorporated and is validly existing and, so far as the Purchaser is aware, no order has been made or petition presented or resolution passed for the winding up of or for an administration order in respect of the Purchaser and no distress, execution or other process has been levied on any of its assets. The Purchaser is not insolvent or unable to pay its debts for the purposes of Section 123 of the Insolvency Xxx 0000 and no administrative receiver or receiver or receiver and manager has been appointed by any person of its business or assets or any part thereof. The Purchaser has all the requisite corporate power to execute, deliver and perform this Agreement and has taken all necessary corporate or other action to authorise the execution, delivery and performance hereof. This Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms. VAT The Purchaser is a taxable person within the meaning of Section 3 of the VAT Act 1994 and the Purchaser does not make or intend to make any exempt supplies. Compliance with laws The Purchaser is not engaged in or subject to any civil, criminal or arbitration and there are no such proceedings pending or, so far as the Purchaser is aware, threatened by or against the Purchaser and, so far as the Purchaser is aware, judgments outstanding against the Purchaser in each case which affect or might affect its ability to perform its obligations under this Agreement or the Loan Note Instrument.
The Purchaser Warranties. The Purchaser is duly organized, validly existing and in good standing under the laws of the Cayman Islands. The Purchaser has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts business and the failure to so qualify would have a material adverse effect on its financial condition, business or properties.
The Purchaser Warranties. The Purchaser, hereby represents and warrants to the Seller as follows (“Purchaser Warranties”) as on the Execution Date and as on the Closing Date: (a) It is duly incorporated and validly existing under the laws of the country of its incorporation, and has the right, power and authority to execute, deliver, perform and consummate the transactions contemplated to be consummated by it under this Agreement and any Ancillary Agreements to which it is or will be a party; (b) The execution and delivery of this Agreement and each of the Ancillary Agreements to which it is or will be a party, and the performance of its obligations under this Agreement and each of the Ancillary Agreements to which it is or will be a party has been duly and validly authorized by all necessary corporate action on its part. This Agreement and each of the Ancillary Agreements to which it is or will be a party constitute its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof or thereof; (c) The execution, delivery and performance by it of this Agreement and each of the Ancillary Agreements to which it is or will be a party, and the compliance by it with the provisions of this Agreement and each of the Ancillary Agreements to which it is or will be a party, will not result in: (i) violation of its memorandum or articles of association/ charter documents; or (ii) a material breach of, or constitute a material default under, any material agreement or instrument to which it is a party or by which it is bound; or (iii) contravention of Applicable Law or any judgment, order or decree applicable to it. (d) Subject to the Conditions Precedent, no consent, approval, Authorization, registration or filing from any Authority is required to be obtained by it to authorise the execution, delivery and performance by it of this Agreement and any of the Ancillary Agreements to which it is or will be a party. (e) No liquidation, dissolution, winding up, commencement of bankruptcy, insolvency or similar proceedings, whether voluntary or involuntary, with respect to it is pending, which, has or may have an effect on its ability to execute, deliver, and perform its obligations under this Agreement and any Ancillary Agreements to which it is or will be a party; and (f) At Closing, the Purchaser shall at the relevant time have immediately available, on an unconditional basis, the necessary cash resources and/ or firm financial arrangements to meet its obligations u...
The Purchaser Warranties. 2.1 The Purchaser is a corporation duly organised, validly existing and in good standing under the laws of the State of Nevada, USA with full power and authority to enter into and perform the transactions contemplated by this Agreement, and with all requisite corporate power and authority to own, operate and lease its properties and to carry on its business, and is not subject to any agreement, commitment or understanding which restricts or may restrict the conduct of its business in any jurisdiction or location. 2.2 The Purchaser is listed and registered as a company on the NASDAQ OTC Bulletin Board and is compliant with all rules and regulations issued by relevant regulatory authorities.
The Purchaser Warranties. The Purchaser has full power and has obtained all necessary approval, authorisation and consents to enter into and perform its obligations under this Agreement, the Deed of Set-Off, and the provisions of this Agreement and the Deed of Set-Off, when executed, will constitute valid and binding obligations on the Purchaser in accordance with its terms.
The Purchaser Warranties. (a) The Purchaser represents and warrants to the Vendors that each of the Purchaser Warranties is as of the date of this Agreement, true, accurate and not misleading and will be true, accurate and not misleading as though repeated on each day hereafter, down to Completion with reference to the facts and circumstances existing on each such date. (b) Each of the Purchaser Warranties shall be separate and independent and shall not be limited by reference to any other Purchaser Warranty or by anything in this Agreement and the Vendors shall have a separate claim and right of action in respect of every breach of each Purchaser Warranty.
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Related to The Purchaser Warranties

  • Purchaser Warranties 8.1. The Purchaser warrants to the Seller as at the Execution Date, and, save as expressly provided otherwise, as at the Completion Date in terms of the warranties set out in Schedule 4 (“Purchaser Warranties”). 8.2. The Purchaser acknowledges that the Seller has entered into this Agreement in reliance on, amongst others things, the Purchaser Warranties. 8.3. If after the Execution Date (i) it is brought to the knowledge of the Purchaser that any of the Purchaser Warranties were untrue, inaccurate or misleading in any material respect as of the Execution Date, or (ii) any event occurs or any matter arises which to the knowledge of the Purchaser results or could reasonably be expected to result in any of the Purchaser Warranties being untrue, inaccurate or misleading in any material respect at Completion had the Purchaser Warranties been repeated as at the Completion Date, the Purchaser shall notify the Seller in writing as soon as reasonably practicable and in any event prior to the Completion Date. Any such notifications shall be disregarded with respect to determining whether the condition set forth in Clause 3.1(iii) has been satisfied and for the purposes of Clause 10.

  • Buyer Warranties 38.1 The Buyer represents and warrants that: (a) it has full power and capacity to enter into this Contract; (b) it has the financial capacity to perform its obligations; (c) it does not require the consent of any third party to this Contract or to perform its obligations; (d) they are aware of the rights given to purchasers by sections 217-219 (inclusive)of the Act ; (e) that any alteration, variation or matter referred to in clause 13 of this Contract will not materially prejudice their position and the Buyer agrees to be bound by any such matters or alterations; (f) it has not relied on or been induced to enter into this Contract by any representation or warranty made by the Seller, a consultant of the Seller, an agent of the Seller or any other person other than as expressly set out in this Contract; (g) it has relied on its own independent investigations and enquiries about the Scheme, the development and the Lot in entering into this Contract; (h) it has had the opportunity to obtain independent legal, financial, taxation and accounting advice in relation to the Lot and this Contract; and (i) the Buyer was not introduced to the lot by any person other than the Agent. 38.2 The Buyer agrees that information in brochures, models or other material of any description in connection with the sale of the Lot are indicative only and are not to be relied on or if relied on, the Buyer acknowledges that it elects to do so at its own risk and with full understanding that the Lot and Scheme may vary from the information in those items as represented in any of them, in accordance with the terms of this Contract. Where there is any inconsistency between plans, the sizes, dimensions and measurements on the draft survey plan contained in the Disclosure Statement (as amended from time to time) prevails. 38.3 The Buyer acknowledges and agrees that it has had the opportunity, prior to signing this Contract, to obtain an independent valuation in relation to the Lot and that no representations or warranties about the likely value of the lot at completion has been made by the Seller, a consultant of the Seller, an agent of the Seller. 38.4 The Buyer acknowledges and agrees that it had the opportunity to investigate the Land and the financial viability and/or performance of any investment in the Lot prior to signing this Contract and during the statutory 5 day cooling off period.

  • Seller Warranties 20.1 The Seller warrants that at the Date of this Contract: (a) the Seller will be able to complete at Completion; (b) the Seller has no knowledge of any unsatisfied judgment, order or writ affecting the Land; (c) the Seller has no knowledge of any current or threatened claims, notices or proceedings that may lead to a judgment, order or writ affecting the Land; and (d) the Seller is not aware of any material change in the matters disclosed in the Housing Development Requirements. 20.2 The Seller warrants that on Completion: (a) the Seller will have the capacity to complete; (b) there will be no unsatisfied judgment, order or writ affecting the Land; (c) the Seller has no knowledge of any current or threatened claims, notices or proceedings that may lead to a judgment order or writ affecting the Land; and (d) the Seller is not aware of any encroachments by or upon the Land except as disclosed. This warranty does not extend to the location of any dividing fence. 20.3 The Seller gives no warranties as to the present state of repair of any of the Improvements or condition of the Land, except as required by law.

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • Purchaser’s Warranties 7.1 The Purchaser hereby represents and warrants to the Seller and OTH as of the date of this Agreement that each of the warranties and representations in this Clause 7 is true and accurate in all respects and not misleading as at the date of this Agreement: (i) The Purchaser is wholly owned and controlled ultimately by Xx Xx Xx-xxxxx and is a corporation duly organised, validly existing and in good standing under the laws of the British Virgin Islands. (ii) The Purchaser is not in receivership or liquidation nor has it taken any step to enter liquidation, and no petition has been presented for winding up the Purchaser. There are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Purchaser. (iii) The Purchaser has the corporate power and authority to execute, deliver and perform its obligations under and consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Purchaser as contemplated hereby and thereby. (iv) The entry into and performance of the Transaction Documents to which the Purchaser is a party will not constitute a breach by the Purchaser of or default under: (A) any provision of the organisational documents of the Purchaser; (B) any legally binding obligation or any material agreement or undertaking or the terms of any guarantee by which the Purchaser is bound; or (C) any Law applicable to the Purchaser; 7.2 Each of the Purchaser’s Warranties shall be separate and independent and (unless expressly provided otherwise) shall not be limited by reference to any other Purchaser’s Warranty or by anything in this Agreement. 7.3 The Purchaser acknowledges that the Seller and OTH are entering into this Agreement on the basis of and in reliance upon representations in the terms of the Purchaser’s Warranties.

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

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