VENDOR'S REPRESENTATIONS Sample Clauses
VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrant to the Purchaser that:
(a) The Vendor is the registered and beneficial owners of the Claims and collectively holds the right to transfer title to the Claims and to explore and develop the Claims;
(b) The Vendor holds the Claims free and clear of all liens, charges and claims of others, and the Vendors have a free and unimpeded right of access to the Claims and have use of the Claims surface for the herein purposes;
(c) The Claims have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of British Columbia and are in good standing in British Columbia as of the date of this Agreement;
(d) There are no adverse claims or challenges against or to the Vendor's ownership of or title to any of the Claims nor to the knowledge of the Vendor is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Claims or any portion thereof;
(e) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which either Vendor is a party or by which they are bound or to which they are subject; and
(f) No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy.
1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the Claims by the Purchaser.
VENDOR'S REPRESENTATIONS. The Vendor's representations contained in this Agreement will be true.
VENDOR'S REPRESENTATIONS. The Vendor covenants, represents and warrants to and in favour of the Purchaser that:
VENDOR'S REPRESENTATIONS. The Vendor hereby represents to the Purchaser and acknowledges:
a. This Agreement has been validly executed and delivered by the Vendor and constitutes a valid and legally binding obligation of the Vendor, enforceable against it in accordance within its terms.
b. The Vendor is the sole registered and beneficial owner of the Property.
c. There are no agreements, options or other rights pursuant to which the Vendor is, or may become, obligated to sell the Property or interest therein to any person other than to the Purchaser.
d. To the best of the Vendor’s knowledge, there are no material contracts, agreements or unregistered easements, rights of way or other unregistered encumbrances affecting the Property or any part thereof which the Purchaser will be subject to or required to assume on Closing other than easements or agreements required in connection with Site Plan Approval (as defined in Section 27 below) and except as have been or will be disclosed to the Purchaser as part of the Due Diligence Deliveries (as defined in Section 28 below).
e. There are no leases, agreements to lease, license, rights of occupation, tenancy arrangements or other rights pursuant to which any person has a right to use, possess, or occupy the Property.
f. The Vendor has not received written notice of and is not aware of any litigation or proceeding outstanding that affects title to the Property.
g. True and complete copies of all known existing environmental assessments, audits, investigations, inspections, tests and reports, including any inspections, investigations and tests relating to the Lands in the possession or control of the Vendor, (the “Environmental Reports”) have been or will be delivered, to the best of its ability, to the Purchaser as part of the Due Diligence Deliveries.
h. Except as disclosed in the Environmental Reports provided to the Purchaser as part of the Due Diligence Deliveries, during the period of the Vendor’s ownership of the Property, the Vendor: (A) has not used or permitted the use of the Property to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, product or process hazardous substances; (B) has not caused or permitted the release or discharge of any hazardous substance on or in the vicinity of the Property; (C) has not undertaken any remediation or clean-up of any hazardous substance on or in the vicinity of the Property except as set out in the Environmental Reports.
i. The Vendor has not received any written...
VENDOR'S REPRESENTATIONS. If Vendor’s bid results in an award, Xxxxxx agrees that it will not enter any agreement with a third party that may abridge any rights of the State under the Contract. If any Services, deliverables, functions, or responsibilities not specifically described in this solicitation are required for Vendor’s proper performance, provision and delivery of the Service and deliverables under a resulting Contract, or are an inherent part of or necessary sub-task included within such Service, they will be deemed to be implied by and included within the scope of the Contract to the same extent and in the same manner as if specifically described in the Contract. Unless otherwise expressly provided herein, Vendor will furnish all of its own necessary management, supervision, labor, facilities, furniture, computer and telecommunications equipment, software, supplies and materials necessary for the Vendor to provide and deliver the Services and/or other Deliverables.
VENDOR'S REPRESENTATIONS. The Vendor hereby represents and warrants to the Purchaser by way of an independent guarantee (selbstständiges Schuldversprechen) that the statements set forth in this Clause 10 (Vendor’s Representation) (together the “Vendor’s Representations”) are correct on the date of this Agreement, and to the extent as stated in this Agreement, as of Closing (except for Clause 10.6.1) which is correct as of the legally required date as further set forth in that Clause) subject to the following provisions:
a) the Vendor’s Representations which are made as at a specific date or for a specific time period shall be correct only as at such date or within such time period; and
b) apart from the Vendor’s Representations also given as of the Closing Date and as far as otherwise provided in Clause 10.6.1 g, none of the Vendor’s Representations relates or shall be construed to relate to forward looking facts and/or circumstances; and
c) if and to the extent that any of the Vendor’s Representations is qualified as being “to the Vendor’s Best Knowledge”, such knowledge shall be imputed to the Vendor if, on the date of this Agreement, any of the following persons had after reasonable enquiries with management of the Company – or if not done so, being deemed as if the person would have done reasonable enquiries – actual knowledge (positive Kenntnis): Xxxx Xxxxxxx, Xxxx Xxxx and Xxxxx Xxxx Xxxx (it being understood that reasonable enquiries by any of the aforementioned persons is sufficient, unless another of the aforementioned persons has specific knowledge with regard to a specific clause which a prudent businessman would have induced to perform further enquiries, provided that such further enquiries would have reasonably been expected to lead to actual knowledge); and
d) the Vendor’s Representations are given only within the scope and subject to the requirements, limitations, rights and remedies of Clause 11 (Remedies for Vendor’s Breaches) and Clause 12 (General Exclusions and Limitations of Vendor’s Liability) which constitute an integral part of the Vendor’s Representations, and not an exclusion or a limitation of liability within the meaning of sections 443 and 444 BGB; and
e) payments or other compensations for a Vendor’s Breach to the Purchaser or a company of the Target Group shall, as far as legally possible, be treated as a reduction of the Purchase Price as between the Vendor and the Purchaser. and
f) in view of the foregoing provisions, the Vendor’s Representations sh...
VENDOR'S REPRESENTATIONS. The Company is issuing the Conversion Shares to Vendor in reliance upon the following representations made by Vendor:
(a) Vendor is acquiring the Conversion Shares for investment for his own account and not with the view to, or for resale in connection with, any distribution thereof. Vendor understands and acknowledges that the Conversion Shares have not been registered under the Act or any state securities laws, by reason of a specific exemption from the registration provisions of the Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent and other representations of Vendor as expressed herein. Vendor further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Conversion Shares.
(b) Vendor (i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of the Company; (ii) has received or has been provided access to all material information concerning an investment in the Company; and (iii) has been given the opportunity to obtain any additional information or documents from, and to ask questions and receive answers of, the officers, directors and representatives of the Company to the extent necessary to exxxxxxx the merits and risks related to an investment in the Company represented by the Conversion Shares.
(c) As a result of Vendor’s study of the aforementioned information and Vendor’s prior overall experience in financial matters, and Vendor’s familiarity with the nature of businesses such as the Company, Vendor is properly able to evaluate the capital structure of the Company, the business of the Company, and the risks inherent therein.
(d) Vendor’s investment in the Company pursuant to this Agreement is consistent, in both nature and amount, with Vendor’s overall investment program and financial condition.
(e) Vendor’s financial condition is such that Vendor can afford to bear the economic risk of holding the Conversion Shares, and to suffer a complete loss of Vendor’s investment in the Company represented by the Conversion Shares.
(f) Vendor understands that no public market now exists for the Conversion Shares, and there may never be a public market for, the Company’s Common Stock, including the Conversion Shares.
(g) All action on the part of Vendor n...
VENDOR'S REPRESENTATIONS. Vendor represents, covenants and guarantees that: a) Vendor is licensed, qualified, and capable of furnishing the labor, materials, and expertise necessary to perform the Services in accordance with the terms and conditions set forth in this Agreement; b) there are no obligations, commitments, or impediments of any kind that will limit or prevent Vendor’s full performance under this Agreement; c) to the extent required by the standard of practice, Vendor has investigated and considered the scope of Services performed, has carefully considered how the Services should be performed, and understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement.
VENDOR'S REPRESENTATIONS. The Vendor hereby represents and warrants to the Purchaser that:
(a) the Vendor is a corporation duly incorporated and validly subsisting under the laws of the jurisdiction of its incorporation or amalgamation, as the case may be;
(b) subject to the issuance of the Approval Order and the Vesting Order, the Vendor has the requisite power and authority to enter into this Agreement and to complete the transactions contemplated hereunder; and
(c) the Vendor is not a non-resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada).
VENDOR'S REPRESENTATIONS. The Vendor hereby specifically acknowledges and declares, and the execution of this Contract by the Vendor is a representation of the Vendor that the Contract Documents are full and complete, are sufficient to have enabled the Vendor to determine the cost of the Equipment and that the Contract Documents are sufficient to enable it to supply and deliver the Equipment outlined therein, in accordance with applicable laws and regulations, and otherwise to fulfill all its obligations hereunder, including, but not limited to, Vendor's obligation to supply the Equipment for an amount not in excess of the Contract Sum. The Vendor shall carefully study and compare the Contract Documents with each other and with information furnished by Park District and shall immediately report to the Park District errors, inconsistencies or omissions discovered. The Vendor shall not be liable to the Park District for damage resulting from errors, inconsistencies or omissions in the Contract Documents that could not have been discovered by a reasonably prudent and experienced Vendor in advance. If the Vendor performs any activity involving an error, inconsistency or omission in the Contract Documents that Vendor recognized or reasonably should have recognized and of which Vendor failed to notify the Park District, the Vendor shall assume complete responsibility for such performance and shall bear the full amount of the attributable costs for correction of the same. Vendor further represents that it has full right, title and authority to transfer the Equipment to the Park District and that such transfer, upon delivery to the Park District, shall not be subject to the right or interest of any third party whatsoever.