Vendor Representations and Warranties Sample Clauses

Vendor Representations and Warranties. The Vendor represents and warrants to the Purchaser that: 3.1.1 the Purchased Shares are owned by the Vendor with good title thereto, free and clear of all charges, liens, pledges or other encumbrances and rights of others; 3.1.2 subject to the articles and any unanimous shareholders’ agreement of the Corporation (and each of the parties agree and acknowledge that there exists no shareholders’ agreement with respect to the Corporation or its Shareholders as at the date hereof), the Vendor has full right, power and authority to sell, transfer and deliver the Purchased Shares to the Purchaser; 3.1.3 the Vendor is not a non-resident of Canada for the purposes of section 116 of the Income Tax Act (Canada) (the “Act”) and the sale of the Purchased Shares by the Vendor is not a disposition of taxable Canadian property by a non-resident person within the meaning of section 116 of the Act.

Vendor Representations and Warranties. 3.1 The Vendor represents and warrants to, and covenants with the Purchaser, and acknowledges that the Purchaser is relying on such representations, warranties and covenants in entering into this Agreement that: (a) Except for the Permitted Encumbrances, the Vendor is the sole legal and beneficial owner of a 100% interest in the Claims and the sole legal and beneficial owner of the Exploration Data and Water Rights, and, except for taxes or maintenance fees not yet paid for this year, the Assets are free and clear of, and from, all liens, security interests, charges and encumbrances (each, an “Encumbrance”) and are not subject to any judgment, order or decree in any lawsuit or proceeding; (b) neither the execution, delivery and performance of this Agreement, nor the consummation of the Sale, will conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon the Assets or other instrument, permit, license, judgment, order , decree, statute, law, ordinance, rule or regulation applicable to the Assets; (c) to the knowledge of the Vendor, there is no basis for and there is no action, suit, judgment, claim, demand or proceeding outstanding or pending, or threatened against or affecting the Assets that, if adversely resolved or determined, would have a material adverse effect on the Assets (a “Material Adverse Effect”) and there is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Material Adverse Effect; (d) the Vendor holds or has valid applications tendered for all permits, licenses, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership of the Assets; (e) the Vendor has good marketable title to the Claims, which have been properly staked and located, all of which are recorded in accordance with applicable laws and regulations of the Country of Chile and applicable laws thereto, and such Claims are in good standing; (f) all required work commitments on the Claims required under applicable laws and regulations have been satisfied by the Vendor to the end of <>, 2011; (g) except for the Permitted Encumbrances, there is no adverse claim or challeng...

Vendor Representations and Warranties. Vendor represents and warrants each of the following subsections.

Vendor Representations and Warranties. The Vendor, as of the date hereof, represents and warrants to the Purchaser and acknowledges that the Purchaser is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of the Purchaser, as follows:

Vendor Representations and Warranties. Vendor represents and warrants that: i. Vendor has the right to enter into this Agreement and to provide the Products described herein and in the Task Order(s);

Vendor Representations and Warranties. The Vendor represents and warrants to the Purchaser that: (a) it acknowledges that the shares to be issued to it under this Agreement are being issued in reliance of exemptions from applicable securities laws and will be restricted shares. Certificates representing the shares will be endorsed with appropriate legends; and (b) it is not a “US Person” as defined in Rule 903 of Regulation S of the Securities Act of 1933.

Vendor Representations and Warranties. Vendor represents and warrants the following a. The product and services provided under this Hosting Agreement do not infringe a third party’s patent or copyright or other intellectual property rights. b. Vendor will protect Customer’s Non-Public Data and Personal Data from unauthorized dissemination and use with the same degree of care that each such party uses to protect its own confidential information and, in any event, will use no less than a reasonable degree of care in protecting such confidential information. c. The execution, delivery and performance of the Contract, the Hosting Agreement and any ancillary documents and the consummation of the transactions contemplated by the Contract or any ancillary documents by Vendor will not violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, any written contract or other instrument between Vendor and any third parties retained or utilized by Vendor to provide goods or services for the benefit of the Customer. d. Vendor shall not knowingly upload, store, post, e-mail or otherwise transmit, distribute, publish or disseminate to or though the Hosting Environment any material that contains software viruses, malware or other surreptitious code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or circumvent any “copy-protected” devices, or any other harmful or disruptive program.

Vendor Representations and Warranties. Vendor shall have the sole responsibility for, and hereby represents and warrants that it has, by careful examination, satisfied itself concerning the nature and location of Work and the general and local conditions of the Jobsite. Failure of Vendor to acquaint itself with any applicable condition will not relieve it from the responsibility for properly estimating either the difficulties or costs of successfully performing the Work. Vendor further represents and warrants that Vendor’s progress schedule, if applicable, and compensation are based on its own knowledge and judgment of the conditions and hazards involved, and not upon any representation from Company. Company assumes no responsibility for any understanding or representation made or alleged to have been made by any of its representatives, unless such understanding or representation is expressly stated in the Contract. Vendor shall carefully study and review the Contract prior to commencing any portion of the Work, shall carefully review applicable Drawings and Specifications, and shall promptly notify Company by written notice of any conflict with applicable law or of any errors, inconsistencies or omissions it may discover. Vendor represents and warrants that it has the full power and authority to execute, deliver and perform its obligations under the Contract and to engage in the business it presently conducts and contemplates conducting, and is and will be (i) duly licensed or qualified to do business and (ii) in good standing under the laws of the jurisdiction wherein the Work is to be performed. Unless otherwise specified, all loss or damage to Vendor arising out of Vendor’s performance of the Work in connection with the above-mentioned representations and warranties shall be sustained and borne by Vendor at its own cost and expense.

Vendor Representations and Warranties. 2.1 Each of the Vendors acknowledges that any CVI Shares issued to it hereunder will be subject to certain resale restrictions under applicable securities law and the Policies of the TSX Venture Exchange. Each of the Vendors also acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible for complying with such restrictions (and CVI is not in any manner responsible for ensuring compliance by any Vendor with such restrictions). 2.2 Each of the Vendors further acknowledges that a legend will be placed on the certificates representing any CVI Shares issued to it hereunder to the effect that the securities represented by such certificates are subject to a hold period and may not be traded in British Columbia until a date four months from the date of issue except as permitted by the Securities Act (British Columbia) and the Securities Rules (British Columbia). 2.3 Each of the Vendors warrants and represents to CVI that it will be acquiring any CVI Shares acquired hereunder as principal for its own account and not for the benefit of any other person, and for investment purposes and not with a view to resale or distribution.

Vendor Representations and Warranties. Vendor represents and warrants, for each Vendor Product submitted for listing in the Command Center Service Catalogue, that: 1. Vendor holds all rights necessary to grant HP the rights provided in this Agreement; 2. Vendor has the power and authority, though itself and its representative accepting this Agreement, and full capacity to enter into this Agreement and fully perform its obligations in this Agreement; 3. Vendor’s Privacy Policy is materially consistent with HP’s Privacy Policy and complies with applicable law; 4. Vendor Terms comply with this Agreement, HP’s Command Center Terms of Service, and applicable law; 5. All information provided for the listing and on the Vendor’s HP Command Center Service Catalogue Vendor Webpage accurately describes the Vendor Product including its pricing, functionality and usability; 6. Vendor will not without the applicable User’s consent, either directly or indirectly via an authorized HP reseller, (i) access User Data except to provide Vendor Product functions or to provide User support, (ii) disclose User Data, or (iii) modify User Data; 7. Vendor Products do not and will not contain or introduce any malicious software and are not designed to or utilized for spamming or hacking any Users, the HP Command Center Service or the HP Command Center Service Catalogue; 8. Vendor shall not engage in any activity with the HP Command Center Service, including the development or distribution of any Vendor Product, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including but not limited to Users, HP or any third party designated by HP; 9. Vendor Products and the use of such Vendor Product by Users, and the activities with respect to such Vendor Products undertaken by HP in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of HP or any third party; 10. Vendor Products will comply with all applicable laws, rules and regulations, including without limitation, the Children's Online Privacy and Protection Act, all other laws governing the collection, use, storage and transfer of personal data or personal information, and any laws that apply to in-app purchases; 11. Listing, marketing, distribution, installation and use of an Approved Vendor Product through the HP Command Center Catalogue does not violate any agreements to which Ve...