Common use of Vendor Representations and Warranties Clause in Contracts

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.