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 respect to environmental matters associated with the Property. 6.2 All of the representations and warranties of the Vendor contained in this Offer are true, correct and complete on an as of the date of the Vendors acceptance hereof and shall be true on an as of the Closing Date as through given on such date, and shall survive the Closing for twelve (12) months.
Appears in 2 contracts
Samples: Offer to Purchase (Aquablue International, Inc.), Offer to Purchase (Aquablue International, Inc.)
Vendor’s Representations and Warranties. 6.1 By 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 and organized pursuant to the laws of Canada and is a validly subsisting corporation in good standing under the laws of Canada with full corporate capacity, power and authority, subject to subparagraph 3.01(1) below , (i) to own, license and utilize the Purchased Assets; (ii) to execute and deliver this Agreement, (iii) to sell, assign, transfer, convey and deliver the Purchased Assets to the Purchaser as herein contemplated, and (v) to otherwise observe, perform, satisfy and carry out its acceptance obligations hereunder.
(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) The execution and performance of this OfferAgreement by the Vendor and the execution and delivery of all other agreements, documents and instruments to be executed and delivered by the Vendor pursuant hereto or in connection with the completion of the transaction contemplated herein have been duly authorized and approved by all necessary and appropriate action of the board of directors and of the shareholders of the Vendor and by any other necessary action on the part of the Vendor to comply with Applicable Law;
(d) To the best of its knowledge, the Vendor represents is the owner of, and warrants to has good, valid and marketable title to, the Purchased Assets free and clear of all Charges of any Person of every nature, kind and description whatsoever, except for Charges arising by operation of law for which the Purchaser that:
6.1.1 The Vendor is now has not received written notice and on Closing shall be the registered except for security interests therein granted to and beneficial owner in favour of the Property Purchaser and Zor Pharmaceuticals, LLC ("Zor"), including without limitation, rights of any Person (other than the Purchaser hereunder) to acquire any ownership interest in or right to possess or use any of the Purchased Assets and the Vendor has the absolute right exclusive right, the power and the authority to sell, transfer assign, transfer, convey and convey deliver good and marketable title to the Property and Purchased Assets to the Purchaser;Purchaser as herein contemplated.
6.1.2 there (e) There are no claims, no suits, actions or any other proceedings of any nature, kind or description whatsoever (including arbitration proceedings), or investigations (whether or not purportedly on behalf of the Vendor) pending or threatened or judgments outstanding against the Vendor relating or, to the Property best of which the Vendor has knowledge;
6.1.3 , information and belief of the Vendor, threatened, at closinglaw or in equity, there will be no leases or accepted offers to lease before or by any federal, provincial, municipal or other agreements granting to any person governmental department, commission, bureau, agency or instrumentality, domestic or foreign, which involves 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 (Purchased Assets including, without limitation, any insurer which would restrain or board otherwise prevent, in any manner, the Vendor from effectually and legally transferring good and marketable title to the Purchased Assets to the Purchaser hereunder, or which would cause a lien to attach to such property or assets or to divest title to such property or assets from the Vendor hereunder, and the Vendor is not aware of insurersany existing ground on which any such claim, suit, action, proceeding or investigation might be commenced with any reasonable likelihood of success. The Vendor is not aware of any outstanding and unsatisfied judgments, decrees or other judicial order binding upon or enforceable against the Vendor which may affect the Purchased Assets or the performance of this Agreement.
(f) requiring All trade-xxxx registrations, trade-xxxx applications, patents and patent applications relating to the Purchased Assets have been registered in, filed in or issued by the Canadian Intellectual Property Office, or by the corresponding offices of other jurisdictions as identified on Exhibit I attached hereto and have been maintained and renewed in accordance with all provisions of Applicable Law and administrative regulations as administered by the relevant intellectual property office in Canada and each such jurisdiction, except for minor violations of Applicable Law which do not adversely affect the validity or enforceability of any work on or expenditure of money the Purchased Assets.
(g) The Vendor has taken all reasonable steps in accordance with sound business practice to establish and/or preserve its ownership of trade-xxxx, patent, trade secret and other proprietary rights in respect to the Property Purchased Assets.
(h) The Vendor has required all professional and technical employees, and other individuals having access to valuable non-public information of the Vendor used or employed in connection with the Purchased Assets, to execute agreements under which such individuals are required to convey to the Vendor the ownership of all inventions and developments conceived and created by them in the course of their employment or contractual relations with the Vendor.
(i) The Vendor has no knowledge of any infringement by others of any of its intellectual property rights in the patents defined in Exhibit I.
(j) To the knowledge of the Vendor, neither the Purchased Assets nor the activities carried on by the Vendor in connection therewith infringe upon any proprietary rights, including copyrights, patents, trade-marks, trade secrets and industrial designs, of any other Person.
(k) To the knowledge of the Vendor, the Vendor is not making unauthorized use of any confidential information or trade secret of any Person, including any former employee or contractor of the Vendor.
(l) The Vendor has not licensed all or any portion of the Purchased Assets to any Person other than to Zor pursuant to the exclusive license agreement made as of April 8, 2008 between the Vendor and Zor, as amended.
(m) This Agreement has been duly and validly executed and delivered by the Vendor and constitutes, and the documents and instruments to be delivered by the Vendor pursuant hereto at the Time of Closing when executed and delivered will constitute valid and legally binding obligations of the Vendor, enforceable against the Vendor in accordance with their respective 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.
(n) 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 aware a party or by which have not been complied with;the Vendor is bound; or
6.1.5 (iii) any Applicable Law.
(o) The Vendor is registered under Part IX of the Excise Tax Act (Canada) with registration number 83796 5961 RT0001.
(p) The Vendor is not a non-resident person 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 section 116 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 respect to environmental matters associated with the PropertyTax Act.
6.2 All of the representations and warranties of the Vendor contained in this Offer are true, correct and complete on an as of the date of the Vendors acceptance hereof and shall be true on an as of the Closing Date as through given on such date, and shall survive the Closing for twelve (12) months.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Lorus Therapeutics Inc), Asset Purchase Agreement (Lorus Therapeutics Inc)
Vendor’s Representations and Warranties. 6.1 By its acceptance of this Offer, the 2.01 The Vendor represents and warrants to the Purchaser thatas follows, with the intent that the Purchaser shall rely thereon in entering into this agreement and in concluding the purchase and sale contemplated herein:
6.1.1 The (a) Purefarma is a corporation duly incorporated under the laws of the Province of British Columbia, is validly existing, and is in good standing in British Columbia and does not carry on business outside of British Columbia;
(b) the authorized capital of Purefarma consists of an unlimited number of Class “A” Voting Common shares without par value, an unlimited number of Class “B” Non- voting Common shares without par value, and an unlimited number of Class “C” Redeemable Preferred Shares without par value, of which, as of the date of this Agreement, 1,000 Class “A” Voting common shares are issued and outstanding as fully paid and non-assessable, and 960 of such shares are being purchased by the Purchaser pursuant to the Share Exchange Agreement;
(c) the Vendor is now and on Closing shall be the registered holder and beneficial owner of the Property Shares, all of which shares are being sold pursuant to this Agreement;
(d) the Shares are validly issued and outstanding as fully paid and non-assessable in the capital of Purefarma and are free and clear of all liens, charges and encumbrances;
(e) except for the Purchaser’s rights hereunder and the Purchaser’s rights pursuant to the Share Exchange Agreement, no person has any agreement or option or any right or privilege capable of becoming an agreement for the purchase of the common shares of Purefarma (namely the Shares), held or beneficially owned by the Vendor and none of such common shares of Purefarma are subject to any voting trust, shareholders agreement, voting agreement or other agreement with respect to the disposition or enjoyment of any rights of such common shares of Purefarma;
(f) the Vendor has the absolute right power, authority and capacity to sellenter into this agreement and to carry out the transactions contemplated hereby, transfer all of which will have been duly and convey the Property and Purchased Assets to the Purchaservalidly authorized by all necessary corporate proceedings;
6.1.2 (g) neither the execution of this agreement nor its performance by the Vendor will result in the breach of any term or provision, or constitute a default under any indenture, mortgage, deed or trust or other agreement to which it is a party, or will result in the breach of any law or regulation of the governments of Canada or British Columbia or any regulatory body thereof;
(h) there are no claims, actions or proceedings pending or threatened or judgments outstanding against securities of Purefarma which are convertible into shares in the Vendor relating to the Property capital 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 Purefarma and there are no orders outstanding options or judgments rights to subscribe for any of any authority having jurisdiction the unissued shares in the capital of Purefarma or options to purchase the Shares;
(including, without limitation, any insurer or board of insurersi) 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 holds the Vendor Shares as principal, and is not a non-resident of Canada within the meaning of that phrase in Section 116 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 respect to environmental matters associated with the Property.
6.2 All of the 2.02 The representations and warranties of the Vendor contained set forth in this Offer are true, correct and complete on an as of the date of the Vendors acceptance hereof and shall be true on an as of the Closing Date as through given on such date, and paragraph 2.01 shall survive the Closing Date and the payment of the Purchase Price for twelve (12) monthsthe Shares.
Appears in 1 contract
Samples: Share Purchase Agreement
Vendor’s Representations and Warranties. 6.1 By its acceptance of this Offer, the The Vendor hereby represents and warrants to the Purchaser Purchaser, which representations and warranties are true at the date of this Agreement and will be true on the Closing Date, that:
6.1.1 The (a) the Vendor is now and on Closing shall be the sole registered and beneficial owner of the Property Purchased Assets and has good and marketable legal title thereto free and clear of any liens or encumbrances, save and except for the Permitted Encumbrances;
(b) the Vendor is a corporation, duly formed and validly existing under the laws of British Columbia;
(c) the Vendor has the absolute right corporate power, authority and capacity to sellown the Purchased Assets, transfer to enter into this Agreement and convey the Property to perform its obligations under this Agreement and Purchased Assets to the Purchaserunder all other agreements contemplated hereunder;
6.1.2 there are no claims, actions or proceedings pending or threatened or judgments outstanding against (d) the Vendor relating to execution and delivery of this Agreement and the Property completion of which the Vendor has knowledge;
6.1.3 at closing, there transactions contemplated by this Agreement will be no leases or accepted offers to lease or other agreements granting to any person have been by the right to use or occupy Closing Date duly authorized by all or any necessary corporate action on the part of the PropertyVendor;
6.1.4 there are no orders or judgments of any authority having jurisdiction (including, without limitation, any insurer or board of insurerse) 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 of Canada 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 (f) neither 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 entering into 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, Agreement nor the performance by the Vendor of its obligations the terms hereof will result in the breach of or constitute a default under any term or provision of any instrument, document or agreement to which the Vendor is bound or subject;
(g) no approval or consent of any Governmental Authority is required for the sale of the Purchased Assets to the Purchaser or in connection with the execution and delivery of this Agreement by the Vendor or the consummation of the transactions contemplated herein by the Vendor;
(h) there are no Leases, Service Contracts or other contracts or agreements in respect of the Property (it being acknowledged and understood by the parties that Heritage currently occupies the Property pursuant hereto to an unwritten lease agreement with the Vendor, which will be at terminated on Closing duly authorized and superseded by the Heritage Lease on Closing);
(i) all necessary corporate action municipal taxes, charges, rates, development charges, special levies and assessments, school and water rates and charges that, if unpaid, would create a lien on the Lands are paid in full;
(j) there are no local improvement charges, latecomer or development charges or special levies outstanding against the Property nor has the Vendor received any notice of an existing or proposed local improvement charge, latecomer or development charge or special levy affecting the Property;
(k) the Vendor has not received any notice nor does it have any knowledge of any intention of any statutory authority to expropriate all or any part of the Property;
(l) no notice has been received and remains outstanding, from any municipal, provincial, federal, or other statutory authority advising of any material defects in the construction of the Property, including the Operating Systems, or relating to material non-compliance with any applicable zoning or building by laws, building restriction, by laws or other regulations or ordinances, and no work order or active file is outstanding from any department of government requiring substantial repairs, alterations, modifications or demolition of the Property or with respect to fire protection or prevention devices in the Property;
(m) all amounts for labour and materials relating to the construction or repair of the Buildings (excluding Tenant work not undertaken by or on behalf of the Vendor. This Offer ) have been fully paid and no one has been duly accepted by a right to file a lien under any Applicable Laws in respect of such construction or repair;
(n) the Buildings are located wholly within the boundaries of the Lands and do not infringe the provisions of any Applicable Laws, easement, right-of-way or encumbrance affecting the Property;
(o) there are no options to purchase, rights or first refusal or other purchase right with respect to the Property or any part thereof;
(p) the Vendor has not received and constitutes a legal, valid and biding obligation of Vendor, enforceable against it in accordance with its termsthe Purchased Assets are not subject to any outstanding Work Order;
6.1.9 (q) during the period the Vendor shall discharge at his expense on or before Closing all registered mortgages, liens, agreements, encumbrances and security interests against has had an ownership interest in the Property save and except the “Permitted Encumbrances” as set out in the Schedule “C”;
6.1.10 to the best of the Vendors knowledgeVendor’s knowledge and belief for any period prior thereto, the operation or occupation of the Property has not contravened and does not contravene any Environmental Laws;
(r) to the best of the Vendor’s knowledge and belief, there are no environmental contaminants on Hazardous Substances affecting the Property and no orders have been issued Property; and
(s) the Vendor has not received written notice of any claim or any administrative or judicial judgment, order or decree that relates to violation of Environmental Laws with respect to environmental matters associated with the Property or to the release, discharge, emission or disposal of Hazardous Substances on, to, from or under the Property.
6.2 All . The Vendor will promptly notify the Purchaser of the representations any notices or proceedings described in this subsection and warranties of the Vendor contained in this Offer are true, correct will use commercially reasonable efforts to promptly cure and complete on an as of have dismissed with prejudice any such actions or proceedings to the date of the Vendors acceptance hereof and shall be true on an as of the Closing Date as through given on such date, and shall survive the Closing for twelve (12) monthsPurchaser’s reasonable satisfaction.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Vendor’s Representations and Warranties. 6.1 By its acceptance of this Offer, the (a) The Vendor represents and warrants to the Purchaser that:
6.1.1 The Vendor is now and on Closing shall be (i) 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 existing under the laws of Ontario and has the necessary corporate authority, power and capacity to own its interest in the Property and to enter into this jurisdiction of incorporation. The acceptance of Agreement and carry out the Transaction contemplated by this Offer by Agreement on the Vendor, the performance by the Vendor of its obligations pursuant hereto will be at Closing terms and conditions herein contained;
(ii) this Agreement has been duly authorized by all necessary corporate action of the Vendor. This Offer has been duly accepted required to be taken by the Vendor and constitutes a legal, valid and biding binding obligation of the Vendor, enforceable against it in accordance with its terms;
6.1.9 (iii) the Vendor shall discharge at his expense is the sole legal and beneficial owner of a 100% fee simple interest in the Property, is in lawful, exclusive and peaceable possession of the Property and has the right to convey the Property and to complete the Transaction as contemplated herein on the Closing Date;
(iv) there are no options to purchase (other than the Option Agreement), rights of first refusal or before Closing all registered mortgages, liens, agreements, encumbrances and security interests other purchase rights with respect to the Property or any part thereof that have not expired or been waived;
(v) the Vendor is not aware of any Person that claims or may be entitled to claim a lien against the Property save and except under the “Permitted Encumbrances” Construction Act (Ontario) or any similar legislation.
(vi) so far as set out the Vendor is aware, there are no easements, rights of way, licences or other rights in the Schedule “C”nature of easements affecting the Property other than those registered against title to the Property (if any);
6.1.10 (vii) to the best of the Vendors Vendor’s knowledge and belief, no Hazardous Substance has been stored, treated or disposed of on the Property and there are no underground storage tanks on the Property; the Vendor has not received notice of and has no knowledge or information of any pending, contemplated or threatened judicial, administrative or other action relating to the existence of a Hazardous Substance on or affecting the Property and has no reason to believe that any cause of action for such exists; and the Vendor has never used the Property as a waste disposal site.
(viii) to the best of the Vendor’s knowledge and belief, there are no Hazardous Substances located in, on, under or migrating to or from the Property;
(ix) the Vendor has not received any notice of expropriation of any part of the Property and is not aware of any proposed expropriation;
(x) there are no leases (registered on unregistered), offers to lease, agreements to lease, tenancy agreements or rights of occupation or possession with respect to all or any part of the Property, or any unregistered agreements affecting title to the Property;
(xi) to the Vendor’s knowledge, there are no environmental contaminants First Nations claims to the Property;
(xii) the Vendor has not received notice and is not aware of any pending or threatened litigation or of any other judicial or administrative proceeding affecting the Property including, without limitation, in any way relating to the use and occupation of the Property;
(xiii) to the Vendor’s knowledge, the Property has not been used as a cemetery;
(xiv) the Vendor has not received notice of and is not aware of any claims adverse to the title of the Vendor to the Property and there are no outstanding disputes with respect to the boundaries of the Property with any abutting owner;
(xv) the Vendor has not received any notice of and is not aware of any outstanding work orders, deficiency notices, orders to comply or directives against the Property or any part thereof;
(xvi) at least one boundary of the Property abuts a public highway or municipal roadway, there is open, legal access to the Property, and, to the best of the Vendor’s knowledge and belief, there is no reason that the Purchaser will not be able to obtain from the applicable municipality full and uninterrupted ingress and egress to and from the Property at least one location approved by the municipality;
(xvii) the Vendor has no knowledge of any pending or proposed zoning or other by-law, amendment to the Official Plan, or other proposed regulatory changes which could adversely affect the Property or the use thereof;
(xviii) the boundaries of the Property or any part or parts thereof do not conflict with those of adjoining properties, there are no encroachments onto the Property from any adjoining properties and there are no encroachments by any structures on the Property onto any adjoining properties or onto a road or lane, or onto any part of the Property subject to an easement or right of way;
(xix) save only as set out in Schedule B hereto, the Property is not subject to any site plan agreement, collateral agreement, development agreement, subdivision agreement, engineering agreement, servicing agreement, financial agreement or cost-sharing agreement, and is not subject to any other agreement, restriction (whetherimposed privately, by a public body or authority or otherwise) or interim or holding by-law which would prohibit or adversely affect or restrict the contemplated development of the Property by the Purchaser;
(xx) the Vendor is not now and shall not on the Closing Date be a non-resident of Canada within the meaning ascribed thereto in the Income Tax Act (Canada);
(xxi) The Vendor has not committed any act of bankruptcy nor is it an insolvent person (as such term is defined by the Bankruptcy and Insolvency Act (Canada)), and no petition or receiving order has been filed against the Vendor and no proceedings for a composition with or proposal to the creditors of the Vendor or for the winding- up, liquidation or other dissolution of the Vendor has been instituted by or against the Vendor under any provincial or federal law;
(xxii) the Vendor has paid or will have paid prior to the Closing Date any and all levies, imposts, local improvement charges, development charges or other payments imposed by the municipality or by any other Governmental Authority having jurisdiction in respect of development of the Property and, if applicable, other lands;
(xxiii) the Vendor is not in default under any of the Permitted Encumbrances; and
(xxiv) all of the Vendor Deliveries delivered or made available to the Purchaser by the Vendor pursuant to Section 3.1 are true copies in the possession or control of the Vendor, and to the Vendor’s knowledge, do not contain any material misstatements, inaccuracies or omissions and comprise all relevant materials in the possession or control of the Vendor relating to the Property and no orders have been issued with respect representation by the Vendor in this Agreement contains any untrue statement of fact, or omits to environmental matters associated state any fact necessary to make the statement not misleading, and the Vendor has not omitted to disclose or make available any information of which the Vendor has actual knowledge in connection with the PropertyProperty that might reasonably affect the Purchaser’s decision to complete purchase of the Property pursuant to this Agreement; and
(xxv) the Vendor has not retained the services of any real estate broker or agent in connection with the sale of the Property [NTD: if a broker was retained, insert “other than [brokerage name]”].
6.2 All of the (b) The representations and warranties of the Vendor contained in this Offer that are made herein are true, correct accurate and complete on an as of at the date of the Vendors acceptance hereof Acceptance Date and shall be true on an true, accurate and complete as of at the Closing Date as through given on Date. The Vendor agrees that such date, representations and warranties shall survive the closing of this transaction for a period of [insert] years after the Closing for twelve (12) monthsDate.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Vendor’s Representations and Warranties. 6.1 By its acceptance of this Offer, the (1) The Vendor represents and warrants to the Purchaser Purchasing Parties that, except as disclosed in the Disclosure Letter:
6.1.1 The (a) the Vendor is now the beneficial and registered owner of the Shares and will (subject to the Xxxxxxxxx Pre-Closing Reorganization Steps) be on the Closing shall be Date the registered legal and beneficial owner of the Property Shares with good and marketable title thereto, free and clear of all Encumbrances;
(b) the Vendor is incorporated, organized and existing under the laws of the jurisdiction of its incorporation, the Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and the Vendor has the absolute power, authority and right to transfer the legal and beneficial title and ownership of the Shares to the Purchaser free and clear of all Encumbrances;
(c) this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and legally binding obligation of, the Vendor, enforceable against the Vendor in accordance with its terms subject to general principles of equity and 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) there is no contract, option or any other right of another binding upon the Vendor or capable of becoming a contract, option or right binding upon the Vendor to sell, transfer and convey transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Property and Purchased Assets Shares other than pursuant to the Purchaserprovisions of this Agreement;
6.1.2 there are no claims, actions or proceedings pending or threatened or judgments outstanding against (e) neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor relating to will result in the Property of which the Vendor has knowledge;violation of:
6.1.3 at closing, there will be no leases or accepted offers to lease or other agreements granting to (i) any person the right to use or occupy all or any part of the Property;provisions of the constating documents or by-laws of the Vendor; or
6.1.4 there are no orders or judgments of (ii) any authority having jurisdiction (including, without limitation, any insurer or board of insurers) requiring any work on or expenditure of money in respect Contract to the Property of which the Vendor is aware which a party or the Vendor is bound; except where such violation would not have not been complied witha material adverse effect on the ability of the Vendor to carry out its obligations hereunder;
6.1.5 (f) no approval, order, consent of or filing with any Governmental Entity is required in connection with the execution and delivery by the Vendor of this Agreement or any other documents and agreements to be delivered under this Agreement or the performance of the obligations of the Vendor under this Agreement or any other documents and agreements to be delivered under this Agreement except where the failure to obtain such approval, order or consent or make such filing would not have a material adverse effect on the ability of the Vendor to carry out its obligations hereunder;
(g) the Vendor is not a non-resident person within the meaning of section 116 of the Income Tax Act (Canada);
6.1.6 (h) to the knowledge of the Vendor, neither the Corporation nor any of the Subsidiaries is a party to any court proceeding arising as a result of, or in relation to, the investigation of the Special Committee of the Board of Directors of Xxxxxxxxx International and, to the knowledge of the Vendor, there are no outstanding work ordersfacts or circumstances that would be reasonably likely to result in the Corporation or the Subsidiaries becoming involved in any court action or proceeding, noticesas a defendant, notices of deficiency, notices of violation or other similar notices issued by or on behalf of any governmental authority related to the matters raised in respect the report of the Property Special Committee of which the Vendor Board of Directors of Xxxxxxxxx International; and
(i) to the knowledge of the Vendor, there is awareno existing litigation in the United States against the Corporation or the Subsidiaries.
(2) Xxxxxxxxx International represents and warrants to the Purchasing Parties that, except as disclosed in the Disclosure Letter:
(a) Xxxxxxxxx International is incorporated, organized and existing under the laws of the jurisdiction of its incorporation, and Xxxxxxxxx International has good and sufficient power, authority and right to enter into and deliver this Agreement;
6.1.7 there are no real estate tax appeals or disputes pending (b) this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and legally binding obligation of, Xxxxxxxxx International, enforceable against Xxxxxxxxx International in accordance with respect its terms subject to general principles of equity and to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to the Property. At Closing, all real estate taxes then due and payable fact that specific performance is an equitable remedy available only in respect the discretion of the Property will have been fully paidcourt;
6.1.8 (c) neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by Xxxxxxxxx International will result in the violation of:
(i) any of the provisions of the constating documents or by-laws of Xxxxxxxxx International; or
(ii) any Contract to which Xxxxxxxxx International is a party or is bound; except where such violation would not have a material adverse effect on the ability of Xxxxxxxxx International to carry out its obligations hereunder; and
(d) no consentsapproval, approvals order, consent of or authorizations of filing with any third parties are Governmental Entity is required in connection with the execution, delivery, execution and delivery by Xxxxxxxxx International of this Agreement or any other documents and agreements to be delivered under this Agreement or the performance of the obligations of Xxxxxxxxx International under this Offer by Agreement or any other documents and agreements to be delivered under this Agreement except where the Vendor. The Vendor is failure to obtain such approval, order or consent or make such filing would not have a corporation duly incorporated an validly subsisting under material adverse effect on the laws ability of this jurisdiction of incorporation. The acceptance of this Offer by the Vendor, the performance by the Vendor of Xxxxxxxxx International to carry out 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 respect to environmental matters associated with the Propertyhereunder.
6.2 All of the representations and warranties of the Vendor contained in this Offer are true, correct and complete on an as of the date of the Vendors acceptance hereof and shall be true on an as of the Closing Date as through given on such date, and shall survive the Closing for twelve (12) months.
Appears in 1 contract
Samples: Share Purchase Agreement (Hollinger International Inc)
Vendor’s Representations and Warranties. 6.1 By its acceptance of this Offer, the 5.1. The Vendor represents and warrants to the Purchaser thatCompany as follows:
6.1.1 The 5.1.1. It is duly organised, validly existing and in good standing under the Applicable Laws of its incorporation or in the jurisdiction in which the Vendor is now a resident and/ or does business and on Closing shall be the registered and beneficial owner of the Property and that the Vendor has full authority to enter into this Agreement and to perform all the absolute right to sell, transfer and convey the Property and Purchased Assets obligations hereunder according to the Purchaserterms hereof;
6.1.2 5.1.2. It has the necessary expertise and resources to carry out its obligations hereunder and there are is no claimsrestriction, actions bar, constraint or proceedings pending or threatened or judgments outstanding against prohibition on its carrying out the same;
5.1.3. It has obtained the necessary regulatory approvals/ licenses to registration as hosting will be done by the company;
5.1.4. It has full power and authority to enter into this Agreement and to take any action and execute any documents required by the terms here and that this Agreement, when entered into has been duly authorized, has been duly and validly executed and delivered, and is legal, valid, and binding obligation of the Vendor, and that the Persons executing this Agreement on behalf of the Vendor relating are duly empowered and authorised to execute this Agreement and to perform all its obligations in accordance with the terms herein;
5.1.5. All consents, permissions, approvals, authorisations, orders, registrations or qualifications of, or with, any court or Governmental Authority having jurisdiction over the Vendor, have been obtained and are valid and shall be kept current, valid and fully operational during the Term including but not limited to the Property Contract Labour (Regulation and Abolition) Act, 1970, the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, the Equal Remuneration Act, 1976, the Industrial Disputes Act, 1947, the Workmen’s Compensation Act, 1923, the Minimum Wages Xxx, 0000, the Payment of which Xxxxx Xxx, 0000, the Vendor has knowledge;Payment of Xxxxxxxx Xxx, 0000 and the Payment of Wages Xxx, 0000, as applicable; and
6.1.3 at closing5.1.6. Neither the execution and delivery of this Agreement, 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 consummation of the Property;
6.1.4 there are no orders transactions contemplated hereby, or judgments the fulfilment of or compliance with the terms and conditions of this Agreement, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any authority having jurisdiction legal restriction (including, without limitation, any insurer judgment, order, injunction, decree or board ruling of insurersany court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) requiring or any work on covenant or expenditure of money in respect agreement or instrument to the Property of which the Vendor is aware a party, or by which have not been complied with;
6.1.5 the Vendor or any of the property of the Vendor is not a non-resident within the meaning of the Income Tax Act (Canada);
6.1.6 there are no outstanding work ordersbound, 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 nor does such execution, delivery, and performance of this Offer by consummation or compliance violate or result in 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 violation 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 respect to environmental matters associated with the Propertyconstitutional documents.
6.2 All of the representations and warranties of the Vendor contained in this Offer are true, correct and complete on an as of the date of the Vendors acceptance hereof and shall be true on an as of the Closing Date as through given on such date, and shall survive the Closing for twelve (12) months.
Appears in 1 contract
Samples: Vendor Services Agreement
Vendor’s Representations and Warranties. 6.1 By its acceptance of this Offer, the 5.1. The Vendor represents and warrants to the Purchaser thatCompany as follows:
6.1.1 The 5.1.1. it is duly organised, validly existing and in good standing under the Applicable Laws of its incorporation or in the jurisdiction in which the Vendor is now a resident and/ or does business and on Closing shall be the registered and beneficial owner of the Property and that the Vendor has full authority to enter into this Agreement and to perform all the absolute right to sell, transfer and convey the Property and Purchased Assets obligations hereunder according to the Purchaserterms hereof;
6.1.2 5.1.2. it has the necessary expertise and resources to carry out its obligations hereunder and there are is no claimsrestriction, actions bar, constraint or proceedings pending or threatened or judgments outstanding against prohibition on its carrying out the same;
5.1.3. it has obtained the necessary regulatory approvals/ licenses to register and host a virtual marketplace on the Application;
5.1.4. it has full power and authority to enter into this Agreement and to take any action and execute any documents required by the terms here and that this Agreement, when ente- red into has been duly authorized, has been duly and validly executed and delivered, and is legal, valid, and binding obligation of the Vendor, and that the Persons executing this Agreement on behalf of the Vendor relating are duly empowered and authorised to execute this Agreement and to perform all its obligations in accordance with the terms herein;
5.1.5. All consents, permissions, approvals, authorisations, orders, registrations or qualifications of, or with, any court or Governmental Authority having jurisdiction over the Vendor, have been obtained and are valid and shall be kept current, valid and fully operational during the Term including but not limited to the Property Contract Labour (Regulation and Abolition) Act, 1970, the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, the Equal Remuneration Act, 1976, the Industrial Disputes Act, 1947, the Workmen’s Compensation Act, 1923, the Minimum Wages Xxx, 0000, the Payment of which Xxxxx Xxx, 0000, the Vendor has knowledge;Payment of Xxxxxxxx Xxx, 0000 and the Payment of Wages Xxx, 0000, as applicable; and
6.1.3 at closing5.1.6. Neither the execution and delivery of this Agreement, 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 consummation of the Property;
6.1.4 there are no orders transactions contemplated hereby, or judgments the fulfilment of or compliance with the terms and conditions of this Agreement, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any authority having jurisdiction legal restriction (including, without limitationlimit- ation, any insurer judgment, order, injunction, decree or board ruling of insurersany court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) requiring or any work on cove- nant or expenditure of money in respect agreement or instrument to the Property of which the Vendor is aware a party, or by which have not been complied with;
6.1.5 the Vendor or any of the property of the Vendor is not a non-resident within the meaning of the Income Tax Act (Canada);
6.1.6 there are no outstanding work ordersbound, 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 nor does such execution, delivery, and performance of this Offer by consummation or compliance violate or result in 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 violation 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 respect to environmental matters associated with the Propertyconstitutional documents.
6.2 All of the representations and warranties of the Vendor contained in this Offer are true, correct and complete on an as of the date of the Vendors acceptance hereof and shall be true on an as of the Closing Date as through given on such date, and shall survive the Closing for twelve (12) months.
Appears in 1 contract
Samples: Vendor Services Agreement
Vendor’s Representations and Warranties. 6.1 By its acceptance 5.1 The obligations expressed to be assumed by the Vendor in this Agreement are legal and valid obligations binding on the Vendor and enforceable in accordance with their terms.
5.2 The execution of this Offer, Agreement by the Vendor represents and warrants the exercise of the Vendor’s rights and performance of the Vendor’s obligations hereunder do not and will not:
(i) conflict with any agreement, mortgage, pledge, bank loan or credit agreement, charge or other instrument or document to which it is a party or which is binding upon it or any of its assets, (ii) conflict with its articles of amalgamation, continuance or incorporation, its by-laws or any other organisational documents, or
(iii) conflict with any applicable law, regulation or order.
5.3 As of the date of this Agreement, no receiver, receiver manager, liquidator or similar officer has been appointed with respect 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 its assets nor is it aware of any authority having jurisdiction (petition or proceedings for such appointment pending.
5.4 Vendor declares that it is not in any discussions or negotiations for merger with another entity or acquisition by another entity, and shall disclose to NLI if it shall enter into such discussions or negotiations during the term of this Agreement.
5.5 The Vendor hereby declares and undertakes that for the duration of the Term, it shall have all the licenses, permits and permissions required by law for the performance of the Services as provided in this Agreement.
5.6 The Vendor hereby declares that all representations and warranties made by it in the Response are correct, complete and accurate as of the date if signature hereof and that meets all of the qualifications stipulated in the RFP in their entirety. The Vendor hereby declares that it understands that the NLI’s willingness to enter into this Agreement with the Vendor is based on the correctness, completeness and accuracy of the abovementioned representations and warranties and that the NLI would not have agreed to enter into this Agreement if it knew that these representations or warranties or any of them were not correct.
5.7 The Vendor hereby declares that it has the manpower, equipment, materials, knowledge, experience and other means necessary for the provision of the Services as described in its Response at its disposal, and that these will continue to be so available for the Term of this Agreement.
5.8 The Vendor hereby declares that its undertakings to the NLI in this Agreement or the performance thereof do not in any way breach the rights of any third party, including, without limitation, their intellectual property rights of any insurer kind (copyrights, patents, trade secrets, etc.).
5.9 The Vendor hereby declares that it is aware of and versed in the laws regarding conflicts of interests in the State of Israel and that its interests do not conflict in any way with those of the NLI. In the event that, as a result of a change of circumstances or board otherwise, it becomes aware of insurers) requiring any work on such conflict or expenditure of money in respect any situation which could potentially raise the suspicion of such conflict during the Term, it will immediately inform the NLI thereof.
5.10 The Vendor hereby declares and undertakes the following:
5.10.1 It examined this Agreement and all documents related to the Property of which RFP, including any clarifications published by the Vendor is aware which NLI (if so published) carefully prior to signing this Agreement, it has thoroughly understood them and it shall have not been complied with;no claims with respect thereto.
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 5.10.2 All actions with respect to the Property. At Closingfulfillment of its obligations hereunder, all real estate taxes then due whether directly or by any of its employees or agents, shall be performed in an expert manner, at the highest professional standards in Israel and payable in respect abroad.
5.10.3 The personnel for the performance by it of its obligations hereunder, including the Property will have been fully paid;
6.1.8 no consentsproject manager, approvals or authorizations of any third parties are required in connection with the execution, delivery, and performance of this Offer shall be appointed by the Vendor. The Vendor is a corporation duly incorporated an validly subsisting under Any change in such personnel shall be subject to the laws prior consent of this jurisdiction of incorporationthe NLI. The acceptance of this Offer by the VendorFurthermore, the performance by NLI shall have the Vendor right to demand the removal of its obligations pursuant hereto will be at Closing duly authorized by all necessary corporate action any of the Vendor. This Offer has been duly accepted by ’s personnel from the Vendor and constitutes a legal, valid and biding obligation of Vendor, enforceable against it in accordance with its terms;
6.1.9 team providing 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 respect to environmental matters associated with the PropertyServices.
6.2 All of the representations and warranties of the Vendor contained in this Offer are true, correct and complete on an as of the date of the Vendors acceptance hereof and shall be true on an as of the Closing Date as through given on such date, and shall survive the Closing for twelve (12) months.
Appears in 1 contract
Samples: Agreement for the Provision of Serial Subscription Services
Vendor’s Representations and Warranties. 6.1 By its acceptance of 2.1 In order to induce the Purchaser to enter into and consummate this OfferAgreement, the Vendor Allwin represents and warrants to the Purchaser, and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the transactions contemplated hereby, that:
6.1.1 The Vendor (a) the Company was duly incorporated under the laws of the British Virgin Islands and is now validly subsisting and on in good standing thereunder;
(b) the Memorandum and Articles of Association of the Company are as set forth in Schedule "B" attached hereto;
(c) the authorized capital of the Company consists of 50,000,000 common shares without par value, of which 7,000,000 common shares are, or at the Time of Closing shall be will be, duly and validly issued and outstanding, as fully paid, to the registered parties set out in Schedule "A" attached hereto.
(d) except as provided for in the agreement set out in Schedule "C", the Company does not currently own, directly or indirectly, any shares or interests in any other company or firm;
(e) the Vendors are the legal and beneficial owner owners of the Property Allwin Shares and have the Vendor has the absolute right to sell, transfer legal and convey beneficial title and ownership of the Property and Purchased Assets Allwin Shares to the Purchaser, free of all liens, claims, charges, restrictions on transfer, voting agreements, voting trusts, escrow conditions and encumbrances whatsoever;
6.1.2 there are no claims, actions (f) the Vendors have due and sufficient right and authority to enter into this Agreement on the terms and conditions herein set out and all necessary action has been taken by or proceedings pending or threatened or judgments outstanding against on 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 Vendors 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 authorize the execution, delivery, delivery and performance of this Offer by the Vendor. The Vendor is a corporation duly incorporated an validly subsisting under the laws of Agreement and all other documents contemplated hereby;
(g) 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 Agreement constitutes a legal, valid and biding obligation of Vendorlegally binding contract, enforceable against it the Vendors in accordance with its terms, subject to equitable remedies and the rights of creditors generally;
6.1.9 (h) the Vendor shall discharge at his expense on Allwin Shares are not subject to or before Closing affected by any actual, or, to the best of Allwin's knowledge after having made due inquiry, pending or threatened investigation or proceeding by or before, any securities regulatory authority, court, administrative agency or other tribunal;
(i) to the best of Allwin's knowledge, the Allwin Shares were originally issued in full compliance with all registered mortgagesapplicable securities laws;
(j) Allwin does not have any information or knowledge of any material facts pertaining to the Company which, liensif known to the Purchaser, agreementsmight reasonably be expected to deter the Purchaser from completing the transactions contemplated hereby;
(k) other than the Allwin Shares, encumbrances and security interests against no person, firm or corporation has any right, agreement or option, whether oral or in writing, or a right capable of becoming a right, agreement or option:
(i) for the Property save and purchase of the Allwin Shares,
(ii) for the purchase, subscription or issuance of any of the unissued shares in the capital of the Company, or
(iii) to require Allwin to purchase, redeem or otherwise acquire the Allwin Shares, except the “Permitted Encumbrances” as set out in the Schedule “C”"A" attached hereto;
6.1.10 (l) the Company has the corporate capacity and power to carry on the business presently carried on by it;
(m) the Company owns, holds, possesses or lawfully uses in the operation of its business all material permits, approvals, waivers, licences or similar authorizations ("Authorizations") of any governmental entity having jurisdiction which are necessary for it to conduct its business as presently conducted in compliance with all applicable laws. All such Authorizations are valid, subsisting and in good standing, the Company is not in material default or breach thereof and, to the best of the Vendors Allwin's knowledge, there no proceeding is pending or threatened to revoke or limit any Authorization. All Authorizations are no environmental contaminants on renewable by their terms or in the Property and no orders have been issued ordinary course of business without the need to comply with respect any special rules or procedures, agree to environmental matters associated with the Property.
6.2 All of the representations and warranties of the Vendor contained in this Offer are true, correct and complete on an as of the date any materially different terms or conditions or pay any amounts other than routine filing fees. None of the Vendors acceptance hereof nor any affiliate thereof owns or has any proprietary, financial or other interest (direct or indirect) in any such Authorization;
(n) the Company is not in material breach of, and shall be true on an as the business of the Closing Date Company is and has been conducted in material compliance with, all applicable statutes, ordinances, bylaws, regulations, decrees or court orders to which it is subject; (o) the unaudited balance sheet of the Company as through given at July 28, 1998 and the unaudited statement of profit and loss for the period from January 1, 1998 to July 28, 1998 (the "Company's Financial Statements"), which are attached hereto as Schedule "D", are true and correct in every material respect and present fairly the assets, liabilities and the financial position of the Company as at July 28, 1998 in accordance with United States' generally accepted accounting principles, on such date, and shall survive the Closing for twelve (12) months.a basis consistently applied;
Appears in 1 contract
Samples: Share Exchange Agreement (Dragon Pharmaceuticals Inc)
Vendor’s Representations and Warranties. 6.1 By its acceptance of this Offer, the The Vendor represents and warrants hereby makes to the Purchaser thatthe following representations and warranties and acknowledges that the Purchaser is relying upon such representations and warranties in connection with entering into this Agreement:
6.1.1 (a) The Vendor Corporation is now a corporation duly incorporated, organized and subsisting under the laws of Canada with the corporate power to own its assets and to carry on Closing shall be the registered and beneficial owner its business.
(b) The authorized capital of the Property Corporation consists of (i) an unlimited number of common shares, and (ii) an unlimited number of preferred shares.
(c) All of the issued and outstanding Shares are beneficially owned by the Vendor and pledged to TEMIC pursuant to a share pledge agreement dated October 6, 2004 (the “Share Pledge Agreement”).
(d) The Vendor has the absolute power, authority and right to sell, enter into and deliver this Agreement and to transfer the legal and convey beneficial title and ownership of the Property and Purchased Assets Shares to the Purchaser;, subject to all existing Charges, including the Share Pledge Agreement.
6.1.2 there are no claims(e) This Agreement constitutes a valid and legally binding obligation of the Vendor, actions or proceedings pending or threatened or judgments outstanding enforceable against the Vendor relating 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 Property fact that specific performance is an equitable remedy available only in the discretion of the court.
(f) 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 or of the Corporation;
(ii) any agreement or other instrument to which the Vendor or the Corporation is a party or by which the Vendor or the Corporation is bound; or
(iii) any Applicable Law in respect of which the Vendor has knowledge;
6.1.3 at closingor the Corporation must comply, there will except to the extent that such violation would not reasonably be no leases or accepted offers expected to lease or other agreements granting to limit in any person material manner the right to use or occupy all or any part operations of the Property;Corporation’s business as they are presently conducted.
6.1.4 there are no orders or judgments of any authority having jurisdiction (including, without limitation, any insurer or board of insurersg) 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 The Vendor is not a non-resident person 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 section 116 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 respect to environmental matters associated with the PropertyTax Act.
6.2 All of the representations and warranties of the Vendor contained in this Offer are true, correct and complete on an as of the date of the Vendors acceptance hereof and shall be true on an as of the Closing Date as through given on such date, and shall survive the Closing for twelve (12) months.
Appears in 1 contract
Vendor’s Representations and Warranties. 6.1 By its acceptance of this Offer, the (1) The Vendor represents and warrants to the Purchaser that, except as disclosed in the Disclosure Letter:
6.1.1 The (a) the Vendor is now the beneficial and on Closing shall be the registered and beneficial owner of the Property Shares;
(b) the Vendor has good and sufficient power, authority and right to enter into and deliver and perform its obligations under this Agreement and the Vendor has the absolute power, authority and right to transfer the legal and beneficial title and ownership of the Shares to the Purchaser free and clear of all Encumbrances;
(c) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Vendor and this Agreement has been duly executed and delivered by, and constitutes a valid and legally binding obligation of, the Vendor, enforceable against the Vendor in accordance with its terms subject to general principles of equity and 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) there is no contract, option or any other right of another binding upon the Vendor to sell, transfer and convey transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Property and Purchased Assets Shares other than pursuant to the Purchaserprovisions of this Agreement;
6.1.2 there are no claims, actions or proceedings pending or threatened or judgments outstanding against (e) neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor relating to will result in the Property of which the Vendor has knowledge;violation or breach of:
6.1.3 at closing, there will be no leases or accepted offers to lease or other agreements granting to (i) any person the right to use or occupy all or any part of the Property;provisions of the constating documents of the Vendor; or
6.1.4 there are no orders or judgments of (ii) any authority having jurisdiction (including, without limitation, any insurer or board of insurers) requiring any work on or expenditure of money in respect Contract to the Property of which the Vendor is aware a party or by which the Vendor is bound; except where such violation would not have not been complied witha material adverse effect on the ability of the Vendor to perform its obligations hereunder;
6.1.5 (f) no approval, order, consent of or filing with any Governmental Entity is required in connection with the execution and delivery by the Vendor of this Agreement or any other documents and agreements to be delivered under this Agreement or the performance of the obligations of the Vendor under this Agreement or any other documents and agreements to be delivered under this Agreement except where the failure to obtain such approval, order or consent or make such filing would not have a material adverse effect on the Vendor or its ability to carry out its obligations hereunder;
(g) the Vendor is not a non-resident person within the meaning of section 116 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 (h) 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 Corporation is a corporation duly incorporated an and validly subsisting under the laws of this jurisdiction Nova Scotia, with the corporate power to own its assets;
(i) the authorized share capital of incorporation. The acceptance the Corporation consists of this Offer by 100,000 common shares of which only the Shares are issued and outstanding;
(j) the Corporation has no liabilities;
(k) the Corporation has carried on no business other than the acquisition and holding of the Fundata Shares;
(l) the Corporation will, at Closing, be the legal and beneficial owner of the Fundata Shares;
(m) there is no contract, option or similar obligation binding upon the Corporation to: (i) issue any unissued Equity Securities, or (ii) repurchase, redeem or otherwise acquire any Equity Securities of the Corporation;
(n) to the knowledge of the Vendor, Fundata is a corporation duly incorporated and validly subsisting under the laws of Ontario, with the corporate power to own its assets and carry on its businesses;
(o) to the knowledge of the Vendor, the performance by authorized share capital of Fundata consists of an unlimited number of common shares, of which 124 common shares are issued and outstanding;
(p) to the Vendor of its obligations pursuant hereto will be at Closing duly authorized by all necessary corporate action knowledge of the Vendor. This Offer , there is no contract, option or similar obligation binding upon Fundata to: (i) issue any unissued Equity Securities; or (ii) repurchase, redeem or otherwise acquire any Equity Securities of Fundata;
(q) to the knowledge of the Vendor, the business of Fundata has been carried on in the Ordinary Course in all material respects since September 30, 2005 and, to the knowledge of the Vendor, Fundata has not entered into any material transaction out of the Ordinary Course since that date;
(r) to the knowledge of the Vendor, Fundata is not a party to or bound by any guarantee, support, indemnification, surety or similar obligation with respect to the obligations or indebtedness of any other Person that is material;
(s) to the knowledge of the Vendor, Fundata has no outstanding bonds, debentures, notes or mortgages maturing more than one year after the date of their original issuance in a material amount;
(t) to the knowledge of the Vendor, Fundata is not currently indebted, in any material amount, to any officer, director, employee or shareholder of Fundata or any other person with whom Fundata does not deal at arm's length (within the meaning of the ITA) other than for usual compensation paid in the Ordinary Course;
(u) to the knowledge of the Vendor, Fundata does not have any agreement, option or commitment to acquire any Equity Securities of any Person or to acquire or lease any business, operations, real property or assets which assets would be material to Fundata;
(v) to the knowledge of the Vendor, the lease for the premises occupied by Fundata at 00 Xxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxx is currently in good standing and Fundata has not been notified in writing of any event of default thereunder;
(w) to the knowledge of the Vendor, there is no agreement or commitment in writing for the purchase from Fundata of any of its material assets other than in the Ordinary Course;
(x) to the knowledge of the Vendor, Fundata is not a party to any court proceeding arising as a result of, or in relation to, the investigation of the Special Committee of the board of directors of Xxxxxxxxx International and, to the knowledge of the Vendor, there are no facts or circumstances that would be reasonably likely to result in Fundata becoming involved in any court action or proceeding, as a defendant, related to the matters raised in the report of the Special Committee of the board of directors of Xxxxxxxxx International;
(y) to the knowledge of the Vendor, the unaudited consolidated financial statements of Fundata, consisting of a balance sheet as at September 30, 2005 and a statement of operations for the nine months ended September 30, 2005, which are set out in Schedule 3.01(1)(y), do not contain any material misstatements;
(z) for the past five years, to the knowledge of the Vendor, Fundata has filed or caused to be filed, within the times and in the manner prescribed by Applicable Law, all federal and provincial income tax returns which are required to be filed by it and, to the knowledge of the Vendor, such tax returns do not contain any material misstatement;
(aa) to the knowledge of the Vendor, there has been no material adverse change in the financial condition of Fundata since December 31, 2002; and
(bb) to the knowledge of the Vendor, there is no existing litigation in the United States against Fundata.
(2) Xxxxxxxxx International represents and warrants to the Purchaser that, except as disclosed in the Disclosure Letter:
(a) Xxxxxxxxx International is incorporated, organized and existing under the laws of the jurisdiction of its incorporation, and Xxxxxxxxx International has good and sufficient power, authority and right to enter into and deliver this Agreement;
(b) this Agreement has been duly accepted by the Vendor authorized, executed and delivered by, and constitutes a legal, valid and biding legally binding obligation of Vendorof, Xxxxxxxxx International, enforceable against it Xxxxxxxxx International in accordance with its termsterms subject to general principles of equity and 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;
6.1.9 (c) neither the Vendor shall discharge at his expense on or before Closing all registered mortgages, liens, agreements, encumbrances and security interests against entering into nor the Property save and except delivery of this Agreement nor the “Permitted Encumbrances” as set out completion of the transactions contemplated hereby by Xxxxxxxxx International will result in the Schedule “C”;violation of:
6.1.10 to the best (i) any of the Vendors knowledge, there are no environmental contaminants provisions of the constating documents or by-laws of Xxxxxxxxx International; or
(ii) any Contract to which Xxxxxxxxx International is a party or is bound; except where such violation would not have a material adverse effect on the Property and ability of Xxxxxxxxx International to carry out its obligations hereunder; and
(d) no orders have been issued approval, order, consent of or filing with respect to environmental matters associated any Governmental Entity is required in connection with the Property.
6.2 All execution and delivery by Xxxxxxxxx International of this Agreement or any other documents and agreements to be delivered under this Agreement or the performance of the representations obligations of Xxxxxxxxx International under this Agreement or any other documents and warranties agreements to be delivered under this Agreement except where the failure to obtain such approval, order or consent or make such filing would not have a material adverse effect on the ability of the Vendor contained in this Offer are true, correct and complete on an as of the date of the Vendors acceptance hereof and shall be true on an as of the Closing Date as through given on such date, and shall survive the Closing for twelve (12) monthsXxxxxxxxx International to carry out its obligations hereunder.
Appears in 1 contract
Samples: Share Purchase Agreement (Hollinger International Inc)
Vendor’s Representations and Warranties. 6.1 By its acceptance 7.1 The Vendor hereby acknowledges that the Purchaser is relying on the following representations and warranties in connection with the purchase of this Offer, the Property by the Purchaser. The Vendor hereby represents and warrants to the Purchaser Purchaser, as representations and warranties which are true now and will be true from this date to and including the Closing Date, that:
6.1.1 The (a) the Vendor is now and on the Closing Date shall be the sole registered and beneficial owner of the Property free and clear of all liens, claims, judgements, charges, caveats and encumbrances whatsoever save and except the Permitted Encumbrances, and that the Vendor has the absolute full right and authority to sell, transfer and convey valid title to the Property and Purchased Assets to the Purchaser;
6.1.2 there are no (b) the Vendor shall transfer to the Purchaser on the Closing Date title to the Property free and clear of all liens, claims, actions judgements, charges, caveats, and encumbrances whatsoever, save and except the Permitted Encumbrances;
(c) all civic and municipal taxes, rates, levies and assessments whatsoever then due and owing with respect to the Property shall be paid in full on the Closing Date or proceedings pending shall be the subject of the adjustment of the Purchase Price contemplated by section 4.3 above;
(d) paragraph intentionally deleted
(e) the Building has been maintained in working order and is not subject to any outstanding work order or threatened notice of defect or judgments outstanding against non-compliance from any provincial, civic or municipal board or official or Board of Fire Underwriters or like authority;
(f) paragraph intentionally deleted
(g) the Vendor possesses all necessary licenses, permits, agreements and other rights to lease and operate the Property as currently operated and in accordance with environmental laws and that all terms and conditions of any such licences, permits, agreements and other rights have been duly complied with and are in good standing;
(h) to its knowledge the Vendor has complied with all governmental laws, ordinances, by-laws and regulations affecting the Lands and the Property and is not in default of any of the same and has had no notice from any governmental authorities to change, modify or alter any licences, conditions of operating, building structure or otherwise which could affect the use or operation of the Lands or the Property and paid all monies due and payable under all agreements relating to the Property of which the Vendor has knowledge;
6.1.3 at closingdevelopment, 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 management and operation of the Property;
6.1.4 (i) paragraph intentionally deleted
(j) paragraph intentionally deleted
(k) there are is no orders claim or judgments of any authority having jurisdiction (including, without limitation, any insurer litigation pending or board of insurers) requiring any work on or expenditure of money in threatened with respect to the Property or the occupancy or use thereof which could affect the right of the Purchaser to own or use the Property;
(l) to the Vendor's knowledge there is no proceeding by or before any governmental commission, department, board, authority or other administrative officer pending or threatened which could affect the right of the Purchaser to own or use the Property;
(m) there is no collective bargaining agreement or certification before any labour authority or board affecting any employees employed by the Vendor in connection with the Property;
(n) to the Vendor's knowledge, and except as reflected in any environmental reports or materials provided to the Purchaser, the Property is free of any explosives, radioactive materials, asbestos materials, urea formaldehyde, underground or aboveground tanks, pollutants, contaminants, deleterious substances, dangerous goods or substances, hazardous, corrosive or toxic substances, special waste or waste of any kind or any other substance the storage, manufacture, disposal, handling, treatment, generation, use, transport, remediation or release into the environment of which is prohibited, controlled or regulated under any federal, provincial, municipal or other governmental authority (herein called "Contaminants") . The Purchaser acknowledges that it will be responsible for the environmental matters disclosed in the Phase I environmental report which is being provided to the Purchaser by the Vendor, including without limitation the direct and indirect costs involved in any required remediation of such environmental matters. The Purchaser also hereby waivers any rights it may have to receive a site profile from the Vendor is aware which have not been complied withpursuant to the provisions of the Waste Management Act of British Columbia;
6.1.5 (o) to its knowledge, and except as reflected in any environmental reports or materials provided to the Purchaser, the Vendor is has not a non-resident within used or permitted the meaning of the Income Tax Act (Canada);
6.1.6 there are Property to be used, and has 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 knowledge of the Property being used, for the storage, manufacture, disposal, treatment, handling, generation or release into the environment, including by way of discharge, emission, spill, deposit, leakage or otherwise, of any Contaminants, for waste disposal or landfill purposes or for any other purpose which may result or has resulted in Contaminants in, on, under or migrating to or from the Property;
(p) the Vendor is aware;
6.1.7 there are no real estate tax appeals has fully disclosed to the Purchaser all environmental reports, investigations, assessments, audits, studies, permits, licences and records in the possession or disputes pending control of the Vendor with respect to the Property. At ClosingProperty and relating to Contaminants or environmental laws and the Vendor has not obtained or performed any environmental reports, investigations, assessments, audits or other studies with respect to the Property except as disclosed in writing to the Purchaser.
(q) that all real estate taxes then wages due and payable in respect to employees of the Property will have been fully paid;
6.1.8 no consents, approvals or authorizations of any third parties are required Vendor employed in connection with the execution, delivery, Property have been paid;
(r) the Vendor hereby authorizes the Purchaser to submit development permit and performance building permit applications pertaining to its intended redevelopment of this Offer the Property and will execute specific authorizations in writing in a timely manner if requested 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 termsPurchaser;
6.1.9 (s) that on the Closing Date the Vendor shall discharge at his expense not have any indebtedness to any person, business, company or government authority which by operation of law or otherwise then constitutes a lien, charge or encumbrance on the Property or before Closing all registered mortgageswhich could affect the right of the Purchaser to own, liens, agreements, encumbrances occupy and security interests against obtain revenue from the Property save and except for the “Permitted Encumbrances” as set out in the Schedule “C”;
6.1.10 to (t) that the best Vendor is a resident of Canada for the purposes of the Vendors knowledgeIncome Tax ---------- Act, there are no environmental contaminants on the Property and no orders have been issued with respect to environmental matters associated with the Property.
6.2 All of the representations and warranties of the Vendor contained in this Offer are true, correct and complete on an as of the date of the Vendors acceptance hereof and shall be true on an as of the Closing Date as through given on such date, and shall survive the Closing for twelve (12) months.R.S.
Appears in 1 contract
Samples: Offer to Purchase (Vidatron Entertainment Group Inc)
Vendor’s Representations and Warranties. 6.1 By its acceptance The obligations expressed to be assumed by the Vendor in this Agreement are legal and valid obligations binding on the Vendor and enforceable in accordance with their terms.
6.2 The execution of this Offer, Agreement by the Vendor represents and warrants the exercise of the Vendor’s rights and performance of the Vendor’s obligations hereunder do not and will not:
(i) conflict with any agreement, mortgage, pledge, bank loan or credit agreement, charge or other instrument or document to which it is a party or which is binding upon it or any of its assets, (ii) conflict with its articles of amalgamation, continuance or incorporation, its by-laws or any other organisational documents, or
(iii) conflict with any applicable law, regulation or order.
6.3 As of the date of this Agreement, no receiver, receiver manager, liquidator or similar officer has been appointed with respect 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 its assets nor is it aware of any authority having jurisdiction (petition or proceedings for such appointment pending.
6.4 The Vendor hereby declares and undertakes that for the duration of the Transaction Period and any Extension, it shall have all the licenses, permits and permissions required by law for the performance of the Services as provided in this Agreement.
6.5 The Vendor hereby declares that all representations and warranties made by it in the Response are correct, complete and accurate as of the date if signature hereof and that meets all of the qualifications stipulated in the RFP in their entirety. The Vendor hereby declares that it understands that the NLI’s willingness to enter into this Agreement with the Vendor is based on the correctness, completeness and accuracy of the abovementioned representations and warranties and that the NLI would not have agreed to enter into this Agreement if it knew that these representations or warranties or any of them were not correct.
6.6 The Vendor hereby declares that it has the manpower, equipment, materials, knowledge, experience and other means necessary for the provision of the Services as described in its Response at its disposal, whether directly or by way of an Integrator, and that these will continue to be so available until it has fulfilled all of the requirements of the RFP.
6.7 The Vendor hereby declares that the AMS and all of the components thereof, is capable of operating harmoniously together and that it is thus a complete turnkey system capable of operating to the NLI’s satisfaction and that it is the Vendor’s responsibility to ensure that the AMS operates so and that it is thus the Vendor’s responsibility to ensure the following:
6.4.1 The AMS shall function as an integrative system for the operational perspective, in terms of reaction time, access speed and execution times, as well as in terms of load balancing, among other things. The Vendor undertakes that AMS shall function as required in the Technical Specifications and shall fully integrate with the NLI’s existing systems and equipment.
6.4.2 All of the components of the AMS, whether of the Vendors or of outside manufacturers as provided in its Response, are continuously manufactured and supported, and that they will be so manufactured and supported for the Transaction Period and any Extension.
6.4.3 With respect to all of the components of the AMS acquired from a third party, the Vendor hereby declares that it has back-to-back warranties from the suppliers or the manufacturers thereof. For the avoidance of doubt, such warranties do no negate or limit the Vendor’s liability for any components or the AMS as provided in this Agreement.
6.8 The Vendor hereby declares that its undertakings to the NLI in this Agreement or the performance thereof do not in any way breach the rights of any third party, including, without limitation, their intellectual right of any insurer or board kind (copyrights, patents, trade secrets, etc.).
6.9 The Vendor hereby acknowledges and declares that the participation of insurersthe Office of the Prime Minister of Israel (the “OPM”) requiring in the Heritage Archives Network Israel Project, as described in the RFP, does not and shall not (a) create any work obligation of any kind on or expenditure of money the part the OPM towards the Vendor and the NLI is solely responsible for any obligations in respect this Agreement to the Property of which Vendor, and (b) create any legal or other relationship between the Vendor is aware which have not been complied with;
6.1.5 and the OPM and the Vendor is not in any way 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 beneficiary of any governmental authority contract or undertaking between the OPM and the NLI.
6.10 The Vendor hereby declares that it is aware of and versed in the laws regarding conflicts of interests in the State of Israel and that its interests do not conflict in any way with those of either the NLI or the OPM. In the event that, as a result of a change of circumstances or otherwise, it becomes aware of any such conflict or of any situation which could potentially raise the suspicion of such conflict during the Transaction Period or any Extension, it will immediately inform the NLI thereof.
6.11 The Vendor hereby declares and undertakes the following:
6.8.1 It examined this Agreement and all documents related to the RFP, including any clarifications published by the NLI (if so published) carefully prior to signing this Agreement, it has thoroughly understood them and it shall have no claims with respect of the Property of which the Vendor is aware;thereto.
6.1.7 there are no real estate tax appeals or disputes pending 6.8.2 All actions with respect to the Property. At Closingfulfillment of its obligations hereunder, all real estate taxes then due and payable in respect whether directly or by any of its employees or agents, including, without limitation, those of the Property will have been fully paid;Integrator, its employees or agents, shall be performed in an expert manner, at the highest professional standards in Israel and abroad.
6.1.8 no consents6.8.3 The personnel for the performance by it of its obligations hereunder, approvals or authorizations of any third parties are required in connection with including the executionproject manager, delivery, and performance of this Offer shall be appointed by the Vendor. The Vendor is a corporation duly incorporated an validly subsisting under Any change in such personnel shall be subject to the laws prior consent of this jurisdiction of incorporationthe NLI. The acceptance of this Offer by the VendorFurthermore, the performance by NLI shall have the Vendor right to demand the removal of its obligations pursuant hereto will be at Closing duly authorized by all necessary corporate action any of the Vendor. This Offer has been duly accepted by ’s or the Integrator’s personnel from the team providing the Services.
6.12 The Vendor represents and constitutes a legal, valid and biding obligation of Vendor, enforceable against it warrants that the qualifications listed 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 Section 2.2 of the Vendors knowledge, there RFP are no environmental contaminants on the Property and no orders have been issued with respect to environmental matters associated with the Property.
6.2 All of the representations and warranties of the Vendor contained in this Offer are true, correct and complete on an as of the date of the Vendors acceptance hereof and shall be true on an as so remain for the duration of the Closing Date as through given on such date, Transaction Period and any Extension and shall survive provide updated copies of documents required in Section 2.4.6 on the Closing for twelve (12) monthsdate of its execution hereof.
6.13 The Vendor hereby declares and undertakes that its Integrator, if any, is aware of all of the provisions of this Agreement and that it has made all of the equivalent declaration, representations and warranties to the Vendor, including, without limitation, those in Section 6.6 and 6.7.
Appears in 1 contract
Vendor’s Representations and Warranties. 6.1 By its acceptance 5.1 Each of this Offer, the Vendor Vendors severally warrants and represents and warrants to the Purchaser, with the intent that the Purchaser will rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated herein, that:
6.1.1 The (a) the Vendor is now and on Closing shall be the registered and beneficial owner holder of the Property Vendors' Shares set opposite his name in Schedule N, free and clear of all Liens and the Vendor has no interest, legal or beneficial, direct or indirect, in any shares of, or the absolute assets or business of, the Company other than such Vendors' Shares;
(b) the Company is not indebted to the Vendor and the Vendor has no claims of any kind against the Company;
(c) the Vendor has the power and capacity and good and sufficient right and authority to sell, enter into this Agreement on the terms and conditions herein set forth and to transfer the legal and convey beneficial title and ownership of the Property and Purchased Assets Vendors' Shares set opposite his name in Schedule N to the Purchaser;
6.1.2 there are no claims, actions or proceedings pending or threatened or judgments outstanding against (d) the Vendor relating to making of this Agreement and 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 completion of the Property;
6.1.4 there are no orders transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not conflict with or judgments result in a breach of or violate any of the terms, conditions or provisions of any UK law, judgement, order, injunction, decree, regulation or ruling of any court or governmental 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 subject or constitute or result in a non-resident within the meaning of the Income Tax Act (Canada);
6.1.6 there are no outstanding work ordersdefault under any agreement, notices, notices of deficiency, notices of violation contract or other similar notices issued by or on behalf of any governmental authority in respect of the Property of commitment to which the Vendor is awarea party;
6.1.7 there are no real estate tax appeals or disputes pending with respect (e) the Vendor does not have any specific information relating to the Property. At Closing, all real estate taxes then due Company which is not generally known or which has not been disclosed to the Purchaser and payable in respect which if known to the Purchaser could reasonably be expected to have a materially adverse effect on the value of the Property will have been fully paidVendor's Shares;
6.1.8 no consents(f) the Vendor is either:
(i) not a U.S. Person and is not acquiring the Spectrum Shares for the account or benefit of a U.S. Person, approvals in which case the Vendor is aware that the Spectrum Shares have not been registered under the 1933 Act and may not be offered or authorizations sold in the United States during the 40 day period commencing on the date of issuance of the Spectrum Shares unless the Spectrum Shares are registered under the 1933 Act or an exemption from the 1933 Act is available; or
(ii) a U.S. Person, in which case the Vendor is aware that the Spectrum Shares to be issued to him have not been registered under the 1933 Act and may not be offered or sold unless:
(1) the sale is to the Purchaser;
(2) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations;
(3) the sale is made pursuant to the exemption from the registration requirements under the 1933 Act provided by Rule 144 thereunder if available and in accordance with any third parties applicable state securities or "Blue Sky" laws; or
(4) the Spectrum Shares are required sold in a transaction that does not require registration under the 1933 Act or any applicable U.S. state laws and regulations governing the offer and sale of securities, and it has prior to such sale furnished to the Purchaser an opinion of counsel reasonably satisfactory to the Purchaser; and the certificates representing such Spectrum Shares will bear a legend evidencing such restrictions on resale; provided that if the Spectrum Shares are being sold under clause (ii) above, the legend may be removed by providing a declaration to the registrar and transfer agent of the Purchaser in the form agreed upon by the Purchaser (or as the Purchaser may reasonably prescribe from time to time);
(g) the Vendor is aware that the Spectrum Shares will be issued pursuant to exemptions from registration and prospectus requirements which are available under the B.C. Act and the Ontario Act and as a consequence:
(i) the Vendor may be restricted from using most of the civil remedies available under such legislation including a right of rescission which would exist in connection with the executionuse of a prospectus to issue the Spectrum Shares;
(ii) the Purchaser is relieved from certain obligations that would otherwise apply under such legislation including the obligation to amend a prospectus, deliveryif used to issue the Spectrum Shares, and performance of this Offer by in circumstances where a material change occurred in 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 affairs 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 termsPurchaser;
6.1.9 (iii) the Vendor shall discharge at his expense on or before Closing all registered mortgages, liens, agreements, encumbrances and security interests against Spectrum Shares are restricted from transfer within the Property save and except the “Permitted Encumbrances” as set out in the Schedule “C”;
6.1.10 to the best province of the Vendors knowledge, there are no environmental contaminants on the Property and no orders have been issued with respect to environmental matters associated with the Property.
6.2 All British Columbia for a period of the representations and warranties of the Vendor contained in this Offer are true, correct and complete on an as of one year from the date of the Vendors acceptance hereof issuance of the Spectrum Shares;
(iv) the Spectrum Shares may not be resold within the province of Ontario or otherwise to Canadian residents for a period of 40 days from the date of the issuance of the Spectrum Shares and in this regard the Purchaser shall be true entitled to take such steps as the Purchaser determines appropriate, including the issuing of temporary certificates, to ensure compliance with this resale restriction. In this regard the Purchaser shall issue the Vendors at Closing with temporary certificates representing the Spectrum Shares, which temporary certificates shall be exchangeable for definitive share certificates representing the Spectrum Shares upon the delivery by each Vendor on an as of or after the date which is 40 days from the Closing Date as through given on such date, and shall survive the Closing for twelve (12) months.Date
Appears in 1 contract
Samples: Share Purchase Agreement (Spectrum Signal Processing Inc)
