Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that:
Vendor’s Representations and Warranties. 6.1 By its acceptance of this Offer, the Vendor represents and warrants to the Purchaser that:
6.1.1 The Vendor is now and on Closing shall be the registered and beneficial owner of the Property and the Vendor has the absolute right to sell, transfer and convey the Property and Purchased Assets to the Purchaser;
6.1.2 there are no claims, actions or proceedings pending or threatened or judgments outstanding against the Vendor relating to the Property of which the Vendor has knowledge;
6.1.3 at closing, there will be no leases or accepted offers to lease or other agreements granting to any person the right to use or occupy all or any part of the Property;
6.1.4 there are no orders or judgments of any authority having jurisdiction (including, without limitation, any insurer or board of insurers) requiring any work on or expenditure of money in respect to the Property of which the Vendor is aware which have not been complied with;
6.1.5 the Vendor is not a non-resident within the meaning of the Income Tax Act (Canada);
6.1.6 there are no outstanding work orders, notices, notices of deficiency, notices of violation or other similar notices issued by or on behalf of any governmental authority in respect of the Property of which the Vendor is aware;
6.1.7 there are no real estate tax appeals or disputes pending with respect to the Property. At Closing, all real estate taxes then due and payable in respect of the Property will have been fully paid;
6.1.8 no consents, approvals or authorizations of any third parties are required in connection with the execution, delivery, and performance of this Offer by the Vendor. The Vendor is a corporation duly incorporated an validly subsisting under the laws of this jurisdiction of incorporation. The acceptance of this Offer by the Vendor, the performance by the Vendor of its obligations pursuant hereto will be at Closing duly authorized by all necessary corporate action of the Vendor. This Offer has been duly accepted by the Vendor and constitutes a legal, valid and biding obligation of Vendor, enforceable against it in accordance with its terms;
6.1.9 the Vendor shall discharge at his expense on or before Closing all registered mortgages, liens, agreements, encumbrances and security interests against the Property save and except the “Permitted Encumbrances” as set out in the Schedule “C”;
6.1.10 to the best of the Vendors knowledge, there are no environmental contaminants on the Property and no orders have been issued with...
Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that:
(a) the Vendor has been duly incorporated and organized and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and capacity to own or lease its property, to carry on its business as now being conducted by it, to enter this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it make such qualification or licensing necessary;
(b) the execution and delivery of this Agreement by the Vendor and the consummation of the transactions provided for herein will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of the Vendor under:
(i) any contract to which the Vendor is a party or by which it is bound;
(ii) any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor;
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
(iv) any license, permit, approval, consent or other authorization held by the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or rule;
(c) this Agreement has been duly authorized, executed and delivered by the Vendor and is a legal, valid and binding obligation of, and enforceable against the Vendor by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction;
(d) there is no requirement for the Vendor to make any filing with, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract to which the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval of any party to such contract relating to the consummation of the transactions contemplated by this Agreement;
(e) the Vendor beneficially owns the Purchased...
Vendor’s Representations and Warranties. Each Vendor represents and warrants as follows to the Purchaser at the date of this Agreement and acknowledges and confirms that the Purchaser is relying upon such representations and warranties in connection with the purchase of the Purchased Shares:
Vendor’s Representations and Warranties. The Vendor's representations and warranties contained in this Agreement and in any certificate or document delivered under this Agreement or in connection with the transactions contemplated by this Agreement will be true at and as of closing as if such representations and warranties were made at and as of such time.
Vendor’s Representations and Warranties. In order to induce the Purchaser to enter into and consummate this Agreement, the Vendor represents and warrants to the Purchaser that:
(a) the Vendor owns and have the right to sell the Shares as the legal and beneficial owner, free of all liens, claims, charges, restrictions on transfer, voting agreements, voting trusts, escrow conditions and encumbrances whatsoever;
(b) the Vendor has due and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and all necessary action has been taken by or on the part of the Vendor to authorize the execution, delivery and performance of this Agreement and all other documents contemplated hereby;
(c) the Vendor acknowledges and agrees that the Purchase Shares and Warrants have not been and will not be qualified or registered under the securities laws of Ontario or under any federal or state laws of the United States and as such, the Vendor may be restricted from selling or transferring such Purchase Shares under applicable law;
(d) the Vendor will deliver a certificate prior to closing stating its jurisdiction of incorporation, and that all negotiations and other acts in furtherance of the execution and delivery of this Agreement by the Vendor in connection with and transactions contemplated herein have taken place and will take place solely in Ontario;
(e) Ungava was duly incorporated under the laws of the Province of Ontario and is in goodstanding with respect to all statutory filings required by the applicable corporate laws;
(f) the Shares have been duly and validly issued and are outstanding as fully paid andnon-assessable shares and warrants in the capital of Ungava;
(g) the authorized capital of Ungava consists of unlimited number of common and preferredsharesof which there are 90,000,000 common shares issued and outstanding as fully paid and non-assessable and 10,000,000 warrants exercisable at Cd $0.75 per share;
(h) no person, firm or corporation has any right, agreement or option or a right capable of becoming a right, agreement or option, whether oral or in writing, for the purchase of the Shares or to require Ungava to purchase, redeem or otherwise acquire the Shares or any right capable of becoming a right, agreement or option for the purchase, subscription or issuance of any of the unissued shares in the capital of Ungava;
(i) Ungava has the corporate capacity and power to own the assets owned by it and to carry on the business presently carried on by it ...
Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that:
(a) The Vendor is a company duly incorporated, organized and subsisting under the laws of the Cayman Islands.
(b) The Vendor is the legal and beneficial owner of the Shares free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, and any other rights of others (collectively, “Encumbrances”).
(c) Other than the Shares and the common shares and the share purchase warrants of the Corporation held by XXX, neither the Vendor nor any of its Affiliates own any shares of the Corporation or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of the Corporation or its subsidiaries.
(d) The Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser free and clear of all Encumbrances and, upon payment of the Purchase Price, the Purchaser will acquire good and valid title to the Shares, free and clear of all Encumbrances.
(e) The Shares are freely tradeable in all the provinces and territories of Canada.
(f) The Vendor is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares on the terms of this Agreement without the consent of any third party.
(g) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Vendor.
(h) This Agreement constitutes a valid and legally binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.
(i) There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than pursuant to the provision of this Agreement.
(j) There is no outstanding voting trust, proxy or other similar agreement with respect to the voting of the Shares, other than the proxy ...
Vendor’s Representations and Warranties. Vendor represents and warrants to buyer, in addition to all warranties implied by law, that each item of merchandise described on the face of an Order (or in an EDI or telephone Order), together with all related packaging and labeling and other material furnished by Vendor ("Merchandise"), shall: (a) be free from defects in design, workmanship and/or materials including, without limitation, such defects as could create a hazard to life or property; (b) conform in all respects with all applicable federal, state and local laws, orders and regulations, including, without limitation, those regarding (i) safety, (ii) content, (iii) flammability, (iv) weights, measurers and sizes, (v) special use, care, handling, cleaning or laundering instructions or warnings, (vi) processing, manufacturing, labeling, advertising, selling, shipping and invoicing, (vii) registration and declaration of responsibility, and (viii) occupational safety and health; (c) not infringe or encroach upon Buyer's or any third party's personal, contractual or proprietary rights, including, without limitation, patents, trademarks, copyrights, rights of privacy or trade secrets; and (d) conform to all of Buyer's specifications and to all articles shown to buyer as Merchandise samples.
Vendor’s Representations and Warranties. 1. The Vendor represents and warrants to the Purchaser that:
(a) It is the beneficial owner of an undivided l00% interest in and to the Property;
(b) The claims comprising the Property have been, to the best of the information and belief of the Vendor, properly located and staked and recorded in compliance with the laws of the jurisdiction in which they are situate, are accurately described in Schedule “A” and are valid and subsisting mineral claims as at the date of this Agreement;
(c) The Property is in good standing under all applicable laws and regulations, all assessment work required to be performed and filed has been performed and filed, all taxes and other payments have been paid and all filings have been made;
(d) The Property is free and clear of any encumbrances, liens or charges and neither the Vendor nor, to the best of the Vendor’s knowledge, any of its predecessors in interest or title, have done anything whereby the Property may be encumbered;
(e) It has the right to enter into this Agreement and to deal with the Property in accordance with the terms of this Agreement, there are no disputes over the title to the Property, and no other party has any interest in the Property or the production therefrom or any right to acquire any such interest; and
(f) It is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, amalgamation or continuation.
Vendor’s Representations and Warranties. The Vendor hereby makes to the Purchaser the following representations and warranties and acknowledges that the Purchaser is relying upon such representations and warranties in connection with entering into this Agreement.
(a) The Vendor is a corporation duly incorporated, organized and subsisting under the laws of Canada with the corporate power to own its assets and to carry on its business.
(b) The Vendor has the power, authority and right to enter into and deliver this Agreement and to complete the transactions contemplated to be completed by the Vendor hereunder.
(c) This Agreement constitutes a valid and legally binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.
(d) Neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor will result in the violation of:
(i) any of the provisions of the constating documents or by-laws of the Vendor;
(ii) any agreement or other instrument to which the Vendor is a party or by which the Vendor is bound; or
(iii) any Applicable Law.
(e) The Vendor is registered under Part IX of the Excise Tax Act (Canada) with registration number 13175 3915 RT0001.
(f) The Vendor is not a non-resident person within the meaning of section 116 of the Tax Act.
(g) The Vendor has duly elected in prescribed form and jointly with the Purchaser to have the rules contained in subsection 156(2) of Part IX of the Excise Tax Act (Canada) apply to the purchase and sale of the Purchased Assets contemplated hereunder, which election remains valid and in effect.
