Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that: (a) the Vendor has been duly incorporated and organized and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and capacity to own or lease its property, to carry on its business as now being conducted by it, to enter this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it make such qualification or licensing necessary; (b) the execution and delivery of this Agreement by the Vendor and the consummation of the transactions provided for herein will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of the Vendor under: (i) any contract to which the Vendor is a party or by which it is bound; (ii) any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor; (iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor; (iv) any license, permit, approval, consent or other authorization held by the Vendor; or (v) any applicable, law, statute, ordinance, regulation or rule; (c) this Agreement has been duly authorized, executed and delivered by the Vendor and is a legal, valid and binding obligation of, and enforceable against the Vendor by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (d) there is no requirement for the Vendor to make any filing with, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract to which the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval of any party to such contract relating to the consummation of the transactions contemplated by this Agreement; (e) the Vendor beneficially owns the Purchased Shares free and clear of all charges, security interests, pledges, demands and other encumbrances and has the exclusive right and full power to sell, assign and transfer the Purchased Shares to the Purchaser; (f) no person, firm or corporation has any agreement, option or any right capable of becoming an agreement or option for the acquisition from the Vendor of any of the Purchased Shares; and (g) the Vendor is not a non-resident of Canada within the meaning of the Tax Act.
Appears in 1 contract
Samples: Exchange Agreement (International Menu Solutions Corp)
Vendor’s Representations and Warranties. The Vendor represents Vendors hereby represent and warrants warrant to the Purchaser, regardless of any independent investigations that the Purchaser may cause to be made, that:
(a) the Vendor has been QLT is a duly incorporated and organized and validly existing company in good standing under the laws of the jurisdiction Province of its incorporation British Columbia and has all requisite the corporate power and capacity to own or lease its property, interest in the Properties and to carry on its business as now being conducted by it, to enter this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it make such qualification or licensing necessarybusiness;
(b) each Nominee is a duly incorporated and validly existing company in good standing under the execution laws of the Province of British Columbia and delivery has the corporate power and capacity to hold legal title to the Lot F Property, in the case of this Agreement by the Vendor Lot F Nominee, and the consummation Lot 1 Property, in the case of the transactions provided Lot 1 Nominee, in trust for herein will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of the Vendor under:
(i) any contract QLT and to which the Vendor is a party or by which it is bound;
(ii) any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor;
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
(iv) any license, permit, approval, consent or other authorization held by the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or rulecarry on its business;
(c) this Agreement has been duly authorized, executed and delivered by none of QLT nor the Vendor and is Nominees are a legal, valid and binding obligation of, and enforceable against non-resident of Canada within the Vendor by meaning of the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdictionIncome Tax Act (Canada);
(d) there is no requirement for by the Vendor to make any filing withClosing Date, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to all necessary corporate action on the lawful consummation part of the transactions contemplated by this Agreement. There is no requirement under any Contract Vendors will have been taken to which authorize and approve the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval of any party to such contract relating to the consummation completion of the transactions contemplated by this Agreement;
(e) none of the Vendor beneficially owns Vendors has any indebtedness or liability to any person, firm or corporation that might now or hereafter constitute a lien, charge or encumbrance on the Purchased Shares Assets or that would affect the Purchaser’s right, from and after the Closing Date, to own, occupy (subject to the Leases and the QLT Lease) and obtain revenue from the Properties, other than Permitted Encumbrances;
(f) subject to obtaining any required consents to the assignment of the Approved Service Contracts, neither the execution of this Agreement nor the completion of the transactions contemplated hereby will conflict with or result in a breach of the respective constating documents of any of the Vendors nor constitute a breach of, default under, or acceleration of any obligation under, or constitute any event which, with the giving of notice or lapse of time or otherwise, would constitute a breach of, default under, or acceleration of any obligation under, any indenture, mortgage, deed of trust or any other agreement to which any of the Vendors is a party or by which any of them is bound or to which any of their assets are subject (including the Declarations of Trust);
(g) there is no action, suit, claim, arbitration, judgment, investigation or proceeding outstanding or pending or, to the knowledge of the Vendors, threatened against or affecting any of the Vendors and pertaining to the Purchased Assets or any part thereof at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or authority;
(h) QLT has a good and marketable beneficial title to the Properties, legal title to which is held by the Lot F Nominee, in the case of the Lot F Property, and by the Lot 1 Nominee, in the case of the Lot 1 Property, each as nominee and bare trustee for QLT pursuant to the Declarations of Trust, free and clear of all chargesliens, security interests, pledges, demands charges and other encumbrances and has except the exclusive right and full power to sell, assign and transfer the Purchased Shares to the PurchaserPermitted Encumbrances;
(fi) the Permitted Encumbrances described in Schedule C are in full force and effect and have not been further amended, none of the Vendors is in default thereunder, no other party is, to the knowledge of the Vendors, in default thereunder and there are no existing disputes thereunder;
(j) all municipal taxes, local improvement taxes, rates, levies and assessments of every nature and kind with respect to the Properties for the 2007 calendar year and all preceding calendar years, have been paid in full and, except as provided in the Permitted Encumbrances described in Schedule C, none of the Vendors has, in connection with the Properties, any present or future obligation to pay monies to any statutory authority in connection with off-site roads, services, utilities or similar services or to construct or provide off-site roads, services, utilities or similar services in connection with the Properties;
(k) none of the Vendors is a party to or bound by any collective bargaining agreements or any agreements with a trade union by which the Purchaser will be bound by virtue of acquiring the Purchased Assets, and there are no employees of the Vendors with respect to whom the Purchaser will assume or incur any responsibility or liability by virtue of acquiring the Purchased Assets;
(l) with respect to the Properties:
(i) to the best of the knowledge of the Vendors, the Building is not subject to any outstanding work order or notice of defect or non-compliance from any provincial or municipal board or official or Board of Fire Underwriters or like authority;
(ii) except as disclosed in the Project Documents, none of the Vendors has received any Notice from any governmental authority of non-compliance with respect to Environmental Laws;
(iii) except as disclosed in the Project Documents, the Vendors have not at any time received, handled, generated, used, stored, deposited, treated, transported or disposed of any Hazardous Waste on the Lot F Property, the Lot 1 Property or within the Building except in compliance with all applicable Environmental Laws; and
(iv) except as disclosed in the Project Documents, none of the Vendors has received any Notice from any governmental authority that requires any remedial action to be conducted or any works to be undertaken with respect to environmental contamination of the Lot F Property, the Xxx 0 Xxxxxxxx xx xxx Xxxxxxxx;
(x) the Included Chattels are free and clear of all liens, charges and encumbrances;
(n) none of the Vendors has received any Notice from any governmental authority or has any knowledge of any intention of any statutory authority to expropriate all or any part of the Properties;
(o) none of the Vendors has received any Notice from any governmental authority of any intention of the applicable municipal authority to alter its zoning bylaw or official community plan, if any, so as to affect or potentially affect in a detrimental manner the Properties or the use thereof;
(p) there are no claims, actions or proceedings pending or, to the knowledge of the Vendors, threatened, in law or in equity, that would materially interfere with the use and enjoyment of the Properties or the occupancy or use of all or any part of the Properties by the Purchaser or any Tenant or QLT under the QLT Lease or that could affect the Purchaser’s right to own, occupy and obtain revenue from the Properties;
(q) with respect to the Leases:
(i) the Leases constitute all leases, agreements to lease, and other rights in existence on the date of this Agreement, either written or oral, under which any person, firm or corporation has any agreementright to lease, option use or occupy any portion of the Lot F Property or the Building in the nature of a tenancy or licence and all Tenants are at arm’s length from the Vendors;
(ii) save for the current month’s rent, there are no deposits, prepaid rents or other prepaid expenses which have been received from any Tenants except as set forth in the Project Documents;
(iii) the copies of the Leases which the Vendors will be making available to the Purchaser for review are true copies thereof;
(iv) the Leases are good, valid and subsisting and enforceable against the Tenants, and are, to the best of the knowledge of the Vendors, in good standing except as specifically set forth in the Project Documents, and there are no existing disputes thereunder, and none of the Vendors has received any notice from any Tenant alleging any default by the Vendors or requiring the Vendors to take any action not taken, and except as set forth in the Project Documents the Leases have not been modified, extended, renewed or, to the knowledge of the Vendors assigned by any Tenant, and the Leases constitute the whole of the respective agreements of the Vendors or any right capable of becoming an agreement them with the Tenants with respect to the occupancy of the Lot F Property and the Building by the Tenants;
(v) the Vendors have observed and performed in substantially all respects all of the landlord’s covenants set forth in the Leases;
(vi) neither the Leases nor the rents payable under them have been assigned by the Vendors and none of the Tenants have any presently enforceable rights or option claims to set off or abatement with respect to future rents except as set forth in the Leases;
(vii) none of the Tenants are entitled to any capital contributions, tenant allowances, inducements, or concessions which have not been fully paid or satisfied by the Vendors except as set forth in the Project Documents, and none of the Vendors is obliged to pay any Tenants for the acquisition from the Vendor improvements, fixtures or equipment during or on termination of any term or renewal thereof except as set forth in the Leases;
(viii) the Tenants have each taken possession of the Purchased Sharespremises demised by their respective Leases and are paying regular instalments of monthly rent in accordance with the terms of their respective Leases; and
(gix) none of the Vendors has received any Notice indicating that the Tenants do not operate their premises and their businesses within the Lot F Property and the Building pursuant to all validly issued and required licences and entirely in accordance with all lawful requirements of all applicable statutory authorities;
(r) the Vendor is not a non-resident of Canada within Service Contracts which the meaning Vendors will deliver to the Purchaser pursuant to Section 3.1 constitute all of the Tax ActService Contracts respecting the Properties and set forth the whole of the agreements between the Vendors or any of them and the other parties thereto and there is no default thereunder;
(s) the operating budget, operating expense summaries and capital improvement summaries included with the Project Documents present fairly the expenses relating to the Properties for the periods reported on; and
(t) the Lot F Nominee has no beneficial interest in the Lot F Property and has carried on no business or activity of any kind whatsoever other than holding legal title to the Lot F Property in trust for QLT and dealing with the Lot F Property on behalf of and as directed by QLT, and the Lot 1 Nominee has no beneficial interest in the Lot 1 Property and has carried on no business or activity of any kind whatsoever other than holding legal title to the Lot 1 Property in trust for QLT and dealing with the Lot 1 Property on behalf of and as directed by QLT.
Appears in 1 contract
Vendor’s Representations and Warranties. The Each Vendor represents and warrants to the Purchaser Licensee, which representations and warranties shall survive Closing, that:
(a) the Vendor has been duly incorporated is the legal, beneficial and organized and in good standing under the laws registered owner of the jurisdiction Licenced Product and Patents and said Licenced Product and Patents, technical knowhow, trade and industrial secrets are and shall remain free and clear of its incorporation all liens, charges, claims, debts, liabilities or encumbrances and has all requisite corporate power any other rights of others that would interfere with the sale, production and capacity to own or lease its property, to carry on its business as now being conducted by it, to enter this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature marketing of the business or the property and assets owned or leased by it make such qualification or licensing necessaryLicenced Product;
(b) there are no third-party rights or agreements that may encumber the execution and delivery of this Agreement by Licencee’ s first priority security interest in the Consideration Shares;
(c) there are no outstanding orders, notices or similar requirements relating to the Vendor or any member thereof issued by any building, environmental, fire, health, labour or police authorities or from any other federal, provincial or municipal authority and the consummation of the transactions provided for herein will not result in the violation ofthere are no matters under discussion with any such authorities relating to orders, notices or constitute a default under, or conflict with or cause the acceleration of any obligation of the Vendor under:similar requirements;
(id) any contract to which no member of the Vendor is a party to any contract or by which it is bound;
(ii) any provision commitment outside the usual and ordinary course of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor;
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
(iv) any license, permit, approval, consent or other authorization held by the Vendorbusiness; or
(v) any applicable, law, statute, ordinance, regulation or rule;
(c) this Agreement has been duly authorized, executed and delivered by the Vendor and is a legal, valid and binding obligation of, and enforceable against the Vendor by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction;
(d) there is no requirement for the Vendor to make any filing with, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract to which the Vendor none is a party to or bound by which it is bound any contract or commitment to give pay any notice toroyalty, licence fee or to obtain the consent or approval of any party to such contract relating to the consummation of the transactions contemplated by this Agreementmanagement fee;
(e) there are no actions, suits or proceedings (whether or not purportedly on behalf of the Vendor beneficially owns or any member thereof) pending or threatened against or materially adversely affecting, or which could materially adversely affect, the Purchased Shares free and clear of all chargesVendor, security interests, pledges, demands and other encumbrances and has the exclusive right and full power to sell, assign and transfer Licensee or any member thereof or the Purchased Shares to Licensee’s interest in the PurchaserLicenced Product;
(f) no personall trademarks, firm trade names, patents and copyrights, both domestic and foreign, related to, used in or corporation has any agreementrequired for the proper carrying on of the Licence are legally, option validly and beneficially owned by the Vendor or any member thereof with the sole and exclusive right capable of becoming an agreement to use the same and are in good standing and duly registered in all appropriate offices to preserve the right thereof and thereto, and none are beneficially owned directly or option for the acquisition from the Vendor of any indirectly by either of the Purchased Shares; andVendors or related persons;
(g) the Vendor is not a non-resident of Canada within the meaning conduct of the Tax Act.Vendor or any member thereof does not infringe upon the trademarks, trade names, patents or copyrights, domestic or foreign, of any other person; and, The covenants of the Vendor set forth in this Agreement shall survive the completion of this agreement herein provided for and, notwithstanding such completion, shall continue in full force and effect for the benefit of the Vendor in accordance with the terms thereof
Appears in 1 contract
Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser, with the intent that the Purchaser thatshall rely thereon in, for a period of 365 days following the Completion Date, that as of the date hereof and the Completion Date:
(a) the Vendor has been duly incorporated is the registered and organized and in good standing under the laws beneficial owner of the jurisdiction of its incorporation Property and has all requisite corporate the power and capacity to own or lease its property, to carry on its business as now being conducted by it, to enter this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature dispose of the business or same free and clear of all encumbrances save for reservations in the property and assets owned or leased by it make such qualification or licensing necessaryoriginal grant for the crown;
(b) the execution and delivery of this Agreement by Offer does not conflict with any other agreement binding on the Vendor and will have been, by the consummation of Completion Date, duly authorized by all necessary corporate action on the transactions provided for herein will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of the Vendor under:
(i) any contract to which the Vendor is a party or by which it is bound;
(ii) any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders part of the Vendor;
(iiic) any judgement, decree, order there are no present claims or award of any court, governmental body litigation pending or arbitrator having jurisdiction over to the Vendor;
(iv) 's knowledge, any license, permit, approval, consent claims or other authorization held by litigation threatened with respect to the Vendor; or
(v) any applicable, law, statute, ordinance, regulation the Property or rule;
(c) this Agreement has been duly authorized, executed and delivered the occupancy or use thereof by the Vendor and is a legalwhich could materially affect the right of the Purchaser to own, valid and binding obligation of, and enforceable against occupy or obtain revenue from the Property or materially affect the ability of the Vendor by the Purchaser in accordance with to perform its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdictionobligations hereunder;
(d) there is no requirement for the Vendor to make any filing with, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract to which the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval not aware of any party to such contract relating expropriation or other proceedings by the City of Vancouver or any other department or government agency or engineering department or any utility company which has jurisdiction over the Property which may affect the size of the Property, the use of the Property or access to the consummation of the transactions contemplated by this AgreementProperty;
(e) on the Completion Date the Vendor beneficially owns will not have any indebtedness to any person or governmental authority which by operation of law or otherwise then constitutes a lien, charge or encumbrance on the Purchased Shares free Property or which could affect the right of the Purchaser to own, occupy and clear of all charges, security interests, pledges, demands obtain revenue from the Property save and other encumbrances and has except for the exclusive right and full power to sell, assign and transfer the Purchased Shares to the PurchaserPermitted Encumbrances;
(f) no person, firm or corporation has any agreement, option or any right capable of becoming an agreement or option for except as disclosed in the acquisition from environmental reports and to the Vendor of any best knowledge of the Purchased Shares; andVendor, the Property does not contain or have a history of containing contaminated fill, urea formaldehyde, asbestos, PCB transformer, or other hazardous, toxic or contaminated materials or substances, or underground storage tanks;
(g) subject to and without limiting the other representations and warranties herein contained, the Property will be maintained and transferred to the Purchaser in substantially the same condition as inspected by the Purchaser prior to the Subject Removal Date, reasonable wear and tear excepted;
(h) the Vendor is not a non-resident of Canada within the meaning of the Income Tax Act;
(i) the Vendor shall not enter into any lease negotiations for any part of the Property nor alter any Leases without the prior written consent of the Purchaser;
(j) the Leases are the only leases, agreements to lease, offers to lease, licences or occupations or use, whether oral or written, relating to any use or occupation of the Property existing as of the date of acceptance of this Offer by the Vendor; and
(k) the Leases, to the Vendor's knowledge, are valid, subsisting and enforceable in accordance with their terms; and there are no existing disputes between the Vendor and any one or more of the tenants under such Leases and the Vendor has not received any notice from any tenant of such Leases alleging any default by the Vendor or requiring the Vendor to take any action not taken.
Appears in 1 contract
Samples: Offer to Purchase
Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that:
(a) the The Vendor has been duly incorporated and organized and in good standing as a corporation under the laws of Utah and is a valid and subsisting corporation in good standing and to the jurisdiction extent required has all necessary powers, licenses, permits and authority (all of which are in full force and effect and in good standing) to own the Purchased Assets and to complete the transactions provided for in this agreement.
(b) The Vendor has good and marketable title to the Purchased Assets free and clear of any claim, lien, charge or encumbrance whatever, except for any usual ownership rights of the owners of the software that are the subject of the Software Licenses.
(c) Except as set out on Schedule E attached hereto or as disclosed in the most recent annual and/or interim financial statements of the Vendor (the "Financial Statements"), there has not occurred since the date of such Financial Statements: 4
(i) any material adverse change in the Purchased Assets;
(ii) any damage, destruction or loss having a material adverse effect on the Purchased Assets; or
(iii) any condition or event or a threat thereof which does, or reasonably might, have a material adverse affect on the Purchased Assets.
(d) Except as set out on Schedule E attached hereto or as disclosed in the Financial Statements, the Vendor has not directly or indirectly since the date of such Financial Statements:
(i) subjected any of the Purchased Assets to any mortgage, lien, pledge, conditional sales contract, lease, encumbrance, charge or similar limitation;
(ii) acquired, sold or otherwise transferred any of the Purchased Assets other than in the ordinary course of business;
(iii) entered into any agreement regarding the Purchased Assets not in the ordinary course of business;
(iv) modified, amended, or terminated any agreement or waived or released any material right regarding the Purchased Assets other than in the ordinary course of business;
(v) except in the ordinary course of business, increased the salaries, fringe benefits or other compensation of or paid any bonuses or similar compensation to any of its incorporation employees who are employed in the Business or given general salary or wage increases to such employees; or
(vi) agreed to do any of the things described in (i) through (v) above.
(e) Within the times and in the manner prescribed by law the Vendor has filed all requisite corporate power tax returns required by law. Such returns were materially correct and capacity to own complete and the Vendor has paid the taxes due and payable as reflected on said returns. The provisions for taxes reflected in the Financial Statements are 5 adequate for all tax liabilities whether or lease its propertynot yet due and payable and whether or not disputed. The Vendor has no material liability for any taxes, to carry on its or any interest or penalties in respect thereof, of any nature other than those described in the Financial Statements or arising in the ordinary course of business as now being conducted by it, to enter this Agreement and perform its obligations hereundersince the date of such Financial Statements. The Vendor is duly qualified or licensed up-to-date and current in good standing to do business in each jurisdiction in which the nature payment of all required installments of tax including income tax (federal and state) and employee source deductions.
(f) Attached hereto as Schedule F is a true and complete list of all the employees of the business Vendor employed in respect of the Business together with their respective positions, years of employment and rates of remuneration and all of said employees who are currently disabled or who claimed disability benefits during the property preceding twelve months. Those employees with written employment agreements are indicated on Schedule E and assets owned copies of such agreements have been provided to the Purchaser. Except as disclosed on Schedule E, the Vendor has no collective bargaining or leased by it make such qualification other labor agreements, pension, bonus, profit sharing, stock option, deferred compensation, retainer, consulting, retirement, commissions or licensing necessary;other material fringe benefits, contracts or agreements.
(bg) Listed on Schedule G attached hereto are all patents, patent licenses, patent applications or registered copyrights of the Vendor in respect of the Business. To the best of the Vendor's knowledge, it has not infringed and is not now infringing upon any patents, patent licenses, patent applications, copyrights or trade secrets belonging to any other person and no person has alleged such infringement during the last twelve months, or is currently maintaining an allegation of, such infringement.
(h) Neither the execution and delivery of this Agreement by the Vendor and agreement nor the consummation of the transactions provided for herein contemplated hereby will not result in the violation any breach of any term or provision of, or constitute a default under, under the articles or conflict with or cause the acceleration of any obligation by-laws of the Vendor under:
(i) or under any contract commitment or other agreement to which the Vendor is a party or by which it is bound;
(ii) any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor;
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
(iv) any license, permit, approval, consent or other authorization held by the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or rule;
(c) this Agreement has been duly authorized, executed and delivered by the Vendor and is a legal, valid and binding obligation of, and enforceable against the Vendor by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted disclosed in any Schedule attached hereto or will result in the discretion of a court of competent jurisdiction;
(d) there is no requirement for the Vendor to make any filing with, give any notice to creation or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract to which the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval imposition of any party to such contract relating to the consummation of the transactions contemplated by this Agreement;
(e) the Vendor beneficially owns the Purchased Shares free and clear of all charges, security interests, pledges, demands and other encumbrances and has the exclusive right and full power to sell, assign and transfer the Purchased Shares to the Purchaser;
(f) no person, firm lien or corporation has any agreement, option or any right capable of becoming an agreement or option for the acquisition from the Vendor of encumbrance upon any of the Purchased Shares; and
(g) the Vendor is not a non-resident of Canada within the meaning of the Tax ActAssets.
Appears in 1 contract
Samples: Memorandum of Agreement (Cell Pathways Holdings Inc)
Vendor’s Representations and Warranties. The Each Vendor represents and warrants to the Purchaser Purchaser, which representations and warranties shall survive Closing by one year, that:
(a) the Vendor has been Seller is a corporation duly incorporated and incorporated, organized and in good standing subsisting under the laws of Ontario as a private company as that term is defined in the jurisdiction of its incorporation and has all requisite Securities Act (Ontario) with the corporate power and capacity to own or lease its property, assets and to carry on its business as now being conducted by itand has made all necessary filings under all applicable corporate, securities and taxation laws or any other laws to enter this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it make such qualification or licensing necessarycorporation is subject;
(b) the execution Vendor is the sole, beneficial and delivery registered owner of this Agreement by the Vendor and the consummation all of the transactions provided for herein will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation Shares of the Vendor under:
(i) Seller free and clear of all liens, charges, encumbrances and any contract to which the Vendor is a party or by which it is bound;
(ii) any provision other rights of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor;
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
(iv) any license, permit, approval, consent or other authorization held by the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or ruleothers;
(c) this Agreement has been duly authorizedthere are no undisclosed outstanding orders, executed notices or similar requirements relating to Seller or any member thereof issued by any building, environmental, fire, health, labour or police authorities or from any other federal, provincial or municipal authority and delivered by the Vendor and is a legalthere are no matters under discussion with any such authorities relating to orders, valid and binding obligation of, and enforceable against the Vendor by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdictionnotices or similar requirements;
(d) there is no requirement for dividends have been declared or paid on or in respect of the Vendor to make Shares and no other distribution on any filing with, give of its securities or shares has been made by Seller or any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition member thereof since Representation Date and all dividends which to the lawful consummation of the transactions contemplated date hereof have been declared or paid by this Agreement. There is no requirement under Seller or any Contract to which the Vendor is a party member thereof have been duly and validly declared or by which it is bound to give any notice to, or to obtain the consent or approval of any party to such contract relating to the consummation of the transactions contemplated by this Agreementpaid;
(e) Seller and each member thereof does not have any undisclosed liability, obligation or commitment for the Vendor beneficially owns payment of income taxes, corporation taxes or any other taxes or duties of whatever nature or kind, or interest or penalties with respect thereto, except such as are disclosed in their Financial Statements, or such taxes or duties not yet due as have arisen since the Purchased Shares free Representation Date in the usual and clear ordinary course of all chargesbusiness and for which adequate provision in the accounts of Seller or any member thereof has been made, security interests, pledges, demands and other encumbrances Seller or any member thereof is not in arrears with respect to any required withholdings or instalment payments of any tax or duty of any kind and has not filed any waiver for a taxation year of Seller or any member thereof under the exclusive right and full power to sell, assign and transfer the Purchased Shares to the PurchaserIncome Tax Act (Canada) or any other legislation imposing tax on Seller or any member thereof;
(f) no personmember of Seller is a party to any contract or commitment outside the usual and ordinary course of business; and none is a party to or bound by any contract or commitment to pay any royalty, firm licence fee or corporation has any agreementmanagement fee;
(g) there are no actions, option suits or proceedings (whether or not purportedly on behalf of Seller or any right capable of becoming an agreement member thereof) pending or option threatened against or materially adversely affecting, or which could materially adversely affect, Seller or any member thereof;
(h) all trade marks, trade names, patents and copyrights, both domestic and foreign, related to, used in or required for the acquisition from proper carrying on of Seller or any member thereof’s business are validly and beneficially owned by Seller or any member thereof with the Vendor sole and exclusive right to use the same and are in good standing and duly registered in all appropriate offices to preserve the right thereof and thereto, and none are beneficially owned directly or indirectly by either of the Vendors or related persons;
(i) the conduct of Seller or any member thereof does not infringe upon the trade marks, trade names, patents or copyrights, domestic or foreign, of any of the Purchased Sharesother person; and
(gj) the Vendor is not a non-resident of Canada person within the meaning of section 116 of the Income Tax ActAct (Canada).
(k) The covenants of the Vendor set forth in this Agreement shall survive the completion of the sale and purchase of the Shares herein provided for and, notwithstanding such completion, shall continue in full force and effect for the benefit of the Purchaser in accordance with the terms thereof.
Appears in 1 contract
Vendor’s Representations and Warranties. The Seller and Vendor represents and warrants to the Purchaser thatPurchaser, which representations and warranties shall survive Closing by one year, that to the best of their knowledge, information and belief:
(a) the Vendor has been Each member of Seller is a corporation duly incorporated and incorporated, organized and in good standing subsisting under the laws of Ontario as a private company as that erm is defined in the jurisdiction of its incorporation and has all requisite Securities Act (Ontario) with the corporate power and capacity to own or lease its property, assets and to carry on its business as now being conducted by itand has made all necessary filings under all applicable corporate, securities and taxation laws or any other laws to enter this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it make such qualification or licensing necessarycorporation is subject;
(b) the execution and delivery of this Agreement by the Vendor and the consummation One hundred common shares of the transactions provided for herein will not result in the violation ofSeller are validly issued and outstanding as fully paid and non-assessable, and no other shares or constitute a default under, or conflict with or cause the acceleration of any obligation rights to buy shares of the Vendor under:
(i) any contract to which the Vendor is a party Seller are issued or by which it is bound;
(ii) any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor;
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
(iv) any license, permit, approval, consent or other authorization held by the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or ruleoutstanding;
(c) this Agreement has been duly authorized, executed and delivered by the Vendor is the sole, beneficial and is a legalregistered owner of all Shares free and clear of all liens, valid charges, encumbrances and binding obligation of, and enforceable against the Vendor by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and any other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdictionothers;
(d) there is are no requirement for the Vendor to make any filing withoutstanding orders, give any notice to notices or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract to which the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval of any party to such contract similar requirements relating to the consummation of the transactions contemplated Seller or any member thereof issued by this Agreementany building, environmental, fire, health, labour or police authorities or from any other federal, provincial or municipal authority and there are no matters under discussion with any such authorities relating to orders, notices or similar requirements;
(e) no dividends have been declared or paid on or in respect of the Vendor beneficially owns the Purchased Shares free and clear no other distribution on any of its securities or shares has been made by Seller or any member thereof since Representation Date and all charges, security interests, pledges, demands and other encumbrances and has the exclusive right and full power to sell, assign and transfer the Purchased Shares dividends which to the Purchaserdate hereof have been declared or paid by Seller or any member thereof have been duly and validly declared or paid;
(f) no personthe Seller and each member thereof does not have any liability, firm obligation or commitment for the payment of income taxes, corporation has any agreement, option taxes or any right capable other taxes or duties of becoming an agreement whatever nature or option kind, or interest or penalties with respect thereto, except such as are disclosed in their Financial Statements, or such taxes or duties not yet due as have arisen since the Representation Date in the usual and ordinary course of business and for which adequate provision in the accounts of Seller or any member thereof has been made, and the Seller or any member thereof is not in arrears with respect to any required withholdings or instalment payments of any tax or duty of any kind and has not filed any waiver for a taxation year of Seller or any member thereof under the Income Tax Act (Canada) or any other legislation imposing tax on Seller or any member thereof;
(g) no member of the Seller is a party to any contract or commitment outside the usual and ordinary course of business; and none is a party to or bound by any contract or commitment to pay any royalty, licence fee or management fee;
(h) there are no actions, suits or proceedings (whether or not purportedly on behalf of Seller or any member thereof) pending or threatened against or materially adversely affecting, or which could materially adversely affect, Seller or any member thereof;
(i) all trade marks, trade names, patents and copyrights, both domestic and foreign, related to, used in or required for the acquisition from proper carrying on of Seller or any member thereof’s business are validly and beneficially owned by Seller or any member thereof with the Vendor sole and exclusive right to use the same and are in good standing and duly registered in all appropriate offices to preserve the right thereof and thereto, and none are beneficially owned directly or indirectly by either of the Vendors or related persons;
(j) the conduct of Seller or any member thereof does not infringe upon the trade marks, trade names, patents or copyrights, domestic or foreign, of any of the Purchased Sharesother person; and
(gk) the Vendor is not a non-resident of Canada person within the meaning of section 116 of the Income Tax ActAct (Canada).
Appears in 1 contract
Vendor’s Representations and Warranties. The Vendor hereby represents and warrants to as representations and warranties that are true as of the Purchaser thatEffective Date and will be true at the Completion Date as follows:
(a) the Vendor has been duly incorporated now, and organized will have good and in good standing under marketable legal and beneficial title to the laws Purchased Property on the Completion Date, free and clear of all liens, claims, charges, encumbrances and legal notations save and except for the jurisdiction of its incorporation and has all requisite corporate power and capacity to own or lease its property, to carry on its business as now being conducted by it, to enter this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it make such qualification or licensing necessaryPermitted Encumbrances;
(b) the Vendor is a body corporate duly incorporated and validly existing under the laws of Canada and is duly qualified to own and sell the Purchased Property and has full power, authority and capacity to enter into this Agreement and to carry out the transactions contemplated herein;
(c) the Vendor has never been struck from the register of companies maintained by its jurisdiction of incorporation;
(d) all necessary corporate action on the part of the directors and shareholders of the Vendor has been taken to authorize and approve the execution and delivery of this Agreement, the completion of the transactions contemplated herein and the performance and observance of the Vendor’s obligations hereunder;
(e) there is no action or proceeding pending or, to the knowledge of the Vendor, threatened against the Vendor before any court, arbiter, arbitration panel or administrative tribunal or governmental agency which, if decided adversely to the Vendor, might materially affect the Vendor’s ability to perform the Vendor’s obligations hereunder;
(f) no consent or approval of, or registration, declaration or filing with any governmental commission, board or other regulatory body is required for the execution or delivery of this Agreement by the Vendor, the validity or enforceability of this Agreement against the Vendor, or the performance by the Vendor and the consummation or any of the transactions provided for herein Vendor’s obligations hereunder;
(g) neither the Vendor entering into this Agreement nor the performance by the Vendor of the terms hereof will not result in the violation of, breach of or constitute a default underunder any term or provision of any instrument, document, agreement, statute, bylaw, regulation, or conflict with or cause the acceleration of any obligation of the Vendor under:
(i) any contract encumbrance to which the Vendor is a party or by the Purchased Property are bound or subject or which it is boundwould result in the creation of any lien, encumbrance or other charge on the Purchased Property;
(ii) any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor;
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
(iv) any license, permit, approval, consent or other authorization held by the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or rule;
(c) this Agreement has been duly authorized, executed and delivered by the Vendor and is a legal, valid and binding obligation of, and enforceable against the Vendor by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction;
(d) there is no requirement for the Vendor to make any filing with, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract to which the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval of any party to such contract relating to the consummation of the transactions contemplated by this Agreement;
(e) the Vendor beneficially owns the Purchased Shares free and clear of all charges, security interests, pledges, demands and other encumbrances and has the exclusive right and full power to sell, assign and transfer the Purchased Shares to the Purchaser;
(f) no person, firm or corporation has any agreement, option or any right capable of becoming an agreement or option for the acquisition from the Vendor of any of the Purchased Shares; and
(gh) the Vendor is not a “non-resident resident” of Canada within the meaning of the Income Tax ActAct (Canada);
(i) the Vendor has no present or future obligation to construct or provide, or to pay any amount to any person in connection with, off-site services, utilities or similar services in connection with the Lands;
(j) there is no action, suit, claim or litigation pending or, to the knowledge of the Vendor, threatened with respect to the Lands or the existing use or occupancy thereof and, to the knowledge of the Vendor, no state of facts exists which could constitute the basis of any such action, suit, claim or litigation;
(k) except as may otherwise be disclosed in the Delivery Materials, the Vendor has not received and the Vendor is not aware of any notice, request, directive or order from any Governmental Authority or official, requesting, requiring or ordering the performance of any work or alteration in respect of the Lands. For the purposes of this subsection, reference to any notice, request, directive or order means any written notice, request, directive or order;
(l) the Vendor has received no written notice of and the Vendor is not aware of any proposed expropriation of the Lands or any part thereof;
(m) all local improvement, municipal, real property, school and other taxes and assessments of any kind whatsoever levied by any Governmental Authority having jurisdiction which are due or payable, are paid in full to the due date for payment thereof except for current charges for utilities consumed in the Lands and, except as disclosed to the Purchaser in writing, on the Completion Date will be paid in full to the Completion Date;
(n) the Equipment will, on the Completion Date:
(i) be free and clear of all claims, liens, charges and encumbrances; and
(ii) be assignable by the Vendor to the Purchaser, except as disclosed by the Vendor to the Purchaser pursuant to subsection 4.1(b);
(o) there are no Other Leases, except those delivered to the Purchaser as part of the Delivery Materials, and in respect of each of the Other Leases:
(i) each is a valid and subsisting lease and no default exists thereunder, except as disclosed by the Vendor to the Purchaser pursuant to subsection 4.1(b);
(ii) the rents and other payments reserved by each Other Lease have not been demanded, collected, accepted or paid in advance of the time for payment thereof, except as disclosed by the Vendor to the Purchaser pursuant to subsection 4.1(b);
(iii) the Vendor is the absolute owner thereof and has not assigned, mortgaged, pledged, hypothecated or otherwise dealt with such Other Lease or rents payable thereunder and there is no existing right of defence, set off or counterclaim against the Vendor on the part of the tenant therein or any guarantor, indemnitor or covenantor in respect thereof;
(iv) all covenants on the part of the landlord in each of the Other Leases has been observed and performed, except as disclosed by the Vendor to the Purchaser pursuant to subsection 4.1(b); and
(v) there are no deposits held or prepayments of any rents, common expenses or other payments in connection with any of the Other Leases, except as disclosed by the Vendor to the Purchaser pursuant to subsection 4.1(b);
(p) each of the Service Contracts is in good standing and assignable to the Purchaser or can be terminated by the Vendor on not more than 30 days’ notice, except as disclosed by the Vendor to the Purchaser pursuant to subsection 4.1(b), and there is no material default thereunder by the Vendor or the other contracting parties thereto and contains the entire agreement between the parties identified therein. There are no oral or partially oral and partially written Service Contracts;
(q) to the Vendor’s knowledge, all of the documents and other materials provided pursuant to subsections 4.1(b) and 4.1(c) are true and complete copies;
(r) the Vendor is not now and has not been a party to any collective agreement or subject to any collective bargaining obligation relating to the Purchased Property or any business conducted thereon with any labour union or other association of employees;
(s) the Vendor has no employees in respect of the Vendor’s operation of the Lands for whom the Purchaser will be responsible following the completion of the sale and purchase of the Purchased Property;
(t) there are no rights of first refusal to purchase, options to purchase, rights of first refusal to lease, options to lease or similar agreements which have been granted by the Vendor in respect of any part of the Purchased Property other than any such agreements which may be contained in the copies of the Leases delivered by the Vendor to the Purchaser and except as disclosed by the Vendor to the Purchaser pursuant to subsection 4.1(b); and
(u) the Vendor is not in default under any provision of any of the Permitted Encumbrances or any agreement in any way related to the Lands and the Equipment, and has performed all of its obligations with respect to all such encumbrances, charges and agreements, except as disclosed by the Vendor to the Purchaser pursuant to subsection 4.1(b). The Vendor acknowledges and agrees that the Purchaser has entered into this Agreement in reliance on the foregoing representations and warranties and the representation and warranty in paragraph 4.1(b)(iv) with respect to the RJC Report.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lululemon Athletica Inc.)
Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser Purchaser, which representations and warranties shall survive Closing by one year, that:
(a) the Vendor has been Vertility is a corporation duly incorporated and incorporated, organized and in good standing subsisting under the laws of Ontario as a private company as that term is defined in the jurisdiction of its incorporation and has all requisite Securities Act (Ontario) with the corporate power and capacity to own or lease its property, assets and to carry on its business as now being conducted by itand has made all necessary filings under all applicable corporate, securities and taxation laws or any other laws to enter this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it make such qualification or licensing necessarycorporation is subject;
(b) The Vendor is the execution and delivery sole owner of this Agreement by the Vendor Shares and the consummation Shares are free and clear of the transactions provided for herein will not result in the violation ofall liens, or constitute a default undercharges, or conflict with or cause the acceleration encumbrances and any other rights of any obligation of the Vendor under:
(i) any contract to which the Vendor is a party or by which it is bound;
(ii) any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor;
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
(iv) any license, permit, approval, consent or other authorization held by the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or ruleothers;
(c) this Agreement has been duly authorizedthere are no undisclosed outstanding orders, executed notices or similar requirements relating to Vertility or any member thereof issued by any building, environmental, fire, health, labour or police authorities or from any other federal, provincial or municipal authority and delivered by the Vendor and is a legalthere are no matters under discussion with any such authorities relating to orders, valid and binding obligation of, and enforceable against the Vendor by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdictionnotices or similar requirements;
(d) there is no requirement for the Vendor to make any filing with, give any notice to dividends have been declared or obtain any license, permit, certificate, registration, authorization, consent paid on or approval of, any government or regulatory authority as a condition to the lawful consummation in respect of the transactions contemplated Shares and no other distribution on any of its securities or shares has been made by this Agreement. There is no requirement under Vertility or any Contract to which the Vendor is a party member thereof or paid by which it is bound to give Vertility or any notice to, member thereof have been duly and validly declared or to obtain the consent or approval of any party to such contract relating to the consummation of the transactions contemplated by this Agreementpaid;
(e) the Vendor beneficially owns Vendor, Vertility and each member thereof does not have any undisclosed liability, obligation or commitment for the Purchased Shares free payment of income taxes, corporation taxes or any other taxes or duties of whatever nature or kind, or interest or penalties with respect thereto, except such as are disclosed in their financial statements, or such taxes or duties not yet due as have arisen in the usual and clear ordinary course of all chargesbusiness and for which adequate provision in the accounts of Vertility or any member thereof has been made, security interests, pledges, demands and other encumbrances Vertility or any member thereof is not in arrears with respect to any required withholdings or instalment payments of any tax or duty of any kind and has not filed any waiver for a taxation year of Vertility or any member thereof under the exclusive right and full power to sell, assign and transfer the Purchased Shares to the PurchaserIncome Tax Act (Canada) or any other legislation imposing tax on Vertility or any member thereof;
(f) the Vendor and no personmember of Vertility is a party to any contract or commitment outside the usual and ordinary course of business; and none is a party to or bound by any contract or commitment to pay any royalty, firm licence fee or corporation has any agreementmanagement fee;
(g) there are no actions, option suits or proceedings (whether or not purportedly on behalf of Vertility or any right capable of becoming an agreement member thereof) pending or option threatened against or materially adversely affecting, or which could materially adversely affect, Vertility or any member thereof;
(h) all trade marks, trade names, patents and copyrights, both domestic and foreign, related to, used in or required for the acquisition from proper carrying on of Vertility or any member thereof’s business are validly and beneficially owned by Vertility or any member thereof with the sole and exclusive right to use the same and are in good standing and duly registered in all appropriate offices to preserve the right thereof and thereto, and none are beneficially owned directly or indirectly by either of the Vendor or related persons;
(i) the conduct of Vertility or any member thereof does not infringe upon the trade marks, trade names, patents or copyrights, domestic or foreign, of any of the Purchased Sharesother person; and
(gj) the Vendor is not a non-resident of Canada person within the meaning of section 116 of the Income Tax ActAct (Canada).
(k) the covenants of the Vendor set forth in this Agreement shall survive the completion of the sale and purchase of the Shares herein provided for and, notwithstanding such completion, shall continue in full force and effect for the benefit of the Purchaser in accordance with the terms thereof.
Appears in 1 contract
Vendor’s Representations and Warranties. The Vendor QLT hereby represents and warrants to the Purchaser, regardless of any independent investigations that the Purchaser may cause to be made, that:
(a) the Vendor has been QLT is a duly incorporated and organized and validly existing company in good standing under the laws of the jurisdiction Province of its incorporation British Columbia and has all requisite the corporate power and capacity to own or lease its property, interest in the Properties and to carry on its business as now being conducted by it, to enter this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it make such qualification or licensing necessarybusiness;
(b) each Nominee is a duly incorporated and validly existing company in good standing under the execution laws of the Province of British Columbia and delivery has the corporate power and capacity to hold legal title to the Lot F Property, in the case of this Agreement by the Vendor Lot F Nominee, and the consummation Lot 1 Property, in the case of the transactions provided Lot 1 Nominee, in trust for herein will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of the Vendor under:
(i) any contract QLT and to which the Vendor is a party or by which it is bound;
(ii) any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor;
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
(iv) any license, permit, approval, consent or other authorization held by the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or rulecarry on its business;
(c) this Agreement has been duly authorized, executed and delivered by none of QLT nor the Vendor and is Nominees are a legal, valid and binding obligation of, and enforceable against non-resident of Canada within the Vendor by meaning of the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdictionIncome Tax Act (Canada);
(d) there is no requirement for by the Vendor to make any filing withClosing Date, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to all necessary corporate action on the lawful consummation part of the transactions contemplated by this Agreement. There is no requirement under any Contract Vendors will have been taken to which authorize and approve the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval of any party to such contract relating to the consummation completion of the transactions contemplated by this Agreement;
(e) none of the Vendor beneficially owns Vendors has any indebtedness or liability to any person, firm or corporation that might now or hereafter constitute a lien, charge or encumbrance on the Purchased Shares Assets or that would affect the Purchaser’s right, from and after the Closing Date, to own, occupy (subject to the Leases and the QLT Lease) and obtain revenue from the Properties, other than Permitted Encumbrances;
(f) subject to obtaining any required consents to the assignment of the Approved Service Contracts, neither the execution of this Agreement nor the completion of the transactions contemplated hereby will conflict with or result in a breach of the respective constating documents of any of the Vendors nor constitute a breach of, default under, or acceleration of any obligation under, or constitute any event which, with the giving of notice or lapse of time or otherwise, would constitute a breach of, default under, or acceleration of any obligation under, any indenture, mortgage, deed of trust or any other agreement to which any of the Vendors is a party or by which any of them is bound or to which any of their assets are subject (including the Declarations of Trust);
(g) there is no action, suit, claim, arbitration, judgment, investigation or proceeding outstanding or pending or, to the knowledge of the Vendors, threatened against or affecting any of the Vendors and pertaining to the Purchased Assets or any part thereof at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or authority;
(h) QLT has a good and marketable beneficial title to the Properties, legal title to which is held by the Lot F Nominee, in the case of the Lot F Property, and by the Lot 1 Nominee, in the case of the Lot 1 Property, each as nominee and bare trustee for QLT pursuant to the Declarations of Trust, free and clear of all chargesliens, security interests, pledges, demands charges and other encumbrances and has except the exclusive right and full power to sell, assign and transfer the Purchased Shares to the PurchaserPermitted Encumbrances;
(fi) the Permitted Encumbrances described in Schedule C are in full force and effect and have not been further amended, none of the Vendors is in default thereunder, no personother party is, firm to the knowledge of the Vendors, in default thereunder and there are no existing disputes thereunder;
(j) all municipal taxes, local improvement taxes, rates, levies and assessments of every nature and kind with respect to the Properties for the 2007 calendar year and all preceding calendar years, have been paid in full and, except as provided in the Permitted Encumbrances described in Schedule C, none of the Vendors has, in connection with the Properties, any present or corporation has future obligation to pay monies to any agreementstatutory authority in connection with off-site roads, option services, utilities or similar services or to construct or provide off-site roads, services, utilities or similar services in connection with the Properties;
(k) none of the Vendors is a party to or bound by any collective bargaining agreements or any right capable agreements with a trade union by which the Purchaser will be bound by virtue of becoming an agreement acquiring the Purchased Assets, and there are no employees of the Vendors with respect to whom the Purchaser will assume or option for incur any responsibility or liability by virtue of acquiring the acquisition Purchased Assets;
(l) with respect to the Properties:
(i) to the best of the knowledge of the Vendors, the Building is not subject to any outstanding work order or notice of defect or non-compliance from any provincial or municipal board or official or Board of Fire Underwriters or like authority;
(ii) except as disclosed in the Vendor Project Documents, none of the Vendors has received any Notice from any governmental authority of non-compliance with respect to Environmental Laws;
(iii) except as disclosed in the Project Documents, the Vendors have not at any time received, handled, generated, used, stored, deposited, treated, transported or disposed of any of Hazardous Waste on the Purchased SharesLot F Property, the Lot 1 Property or within the Building except in compliance with all applicable Environmental Laws; and
(giv) except as disclosed in the Vendor is not a non-resident of Canada within the meaning Project Documents, none of the Tax Act.Vendors has received any Notice from any governmental authority that requires any remedial action to be conducted or any works to be undertaken with respect to environmental contamination of the Lot F Property, the Xxx 0 Xxxxxxxx xx xxx Xxxxxxxx;
Appears in 1 contract
Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that:
(a) the The Vendor has been duly incorporated and organized and in good standing as a corporation under the laws of Utah and is a valid and subsisting corporation in good standing and to the jurisdiction extent required has all necessary powers, licenses, permits and authority (all of which are in full force and effect and in good standing) to own the Purchased Assets and to complete the transactions provided for in this agreement.
(b) The Vendor has good and marketable title to the Purchased Assets free and clear of any claim, lien, charge or encumbrance whatever, except for any usual ownership rights of the owners of the software that are the subject of the Software Licenses.
(c) Except as set out on Schedule E attached hereto or as disclosed in the most recent annual and/or interim financial statements of the Vendor (the "Financial Statements"), there has not occurred since the date of such Financial Statements:
(i) any material adverse change in the Purchased Assets;
(ii) any damage, destruction or loss having a material adverse effect on the Purchased Assets; or
(iii) any condition or event or a threat thereof which does, or reasonably might, have a material adverse affect on the Purchased Assets.
(d) Except as set out on Schedule E attached hereto or as disclosed in the Financial Statements, the Vendor has not directly or indirectly since the date of such Financial Statements:
(i) subjected any of the Purchased Assets to any mortgage, lien, pledge, conditional sales contract, lease, encumbrance, charge or similar limitation;
(ii) acquired, sold or otherwise transferred any of the Purchased Assets other than in the ordinary course of business;
(iii) entered into any agreement regarding the Purchased Assets not in the ordinary course of business;
(iv) modified, amended, or terminated any agreement or waived or released any material right regarding the Purchased Assets other than in the ordinary course of business;
(v) except in the ordinary course of business, increased the salaries, fringe benefits or other compensation of or paid any bonuses or similar compensation to any of its incorporation employees who are employed in the Business or given general salary or wage increases to such employees; or
(vi) agreed to do any of the things described in (i) through (v) above.
(e) Within the times and in the manner prescribed by law the Vendor has filed all requisite corporate power tax returns required by law. Such returns were materially correct and capacity to own complete and the Vendor has paid the taxes due and payable as reflected on said returns. The provisions for taxes reflected in the Financial Statements are adequate for all tax liabilities whether or lease its propertynot yet due and payable and whether or not disputed. The Vendor has no material liability for any taxes, to carry on its or any interest or penalties in respect thereof, of any nature other than those described in the Financial Statements or arising in the ordinary course of business as now being conducted by it, to enter this Agreement and perform its obligations hereundersince the date of such Financial Statements. The Vendor is duly qualified or licensed up-to-date and current in good standing to do business in each jurisdiction in which the nature payment of all required installments of tax including income tax (federal and state) and employee source deductions.
(f) Attached hereto as Schedule F is a true and complete list of all the employees of the business Vendor employed in respect of the Business together with their respective positions, years of employment and rates of remuneration and all of said employees who are currently disabled or who claimed disability benefits during the property preceding twelve months. Those employees with written employment agreements are indicated on Schedule E and assets owned copies of such agreements have been provided to the Purchaser. Except as disclosed on Schedule E, the Vendor has no collective bargaining or leased by it make such qualification other labor agreements, pension, bonus, profit sharing, stock option, deferred compensation, retainer, consulting, retirement, commissions or licensing necessary;other material fringe benefits, contracts or agreements.
(bg) Listed on Schedule G attached hereto are all patents, patent licenses, patent applications or registered copyrights of the Vendor in respect of the Business. To the best of the Vendor's knowledge, it has not infringed and is not now infringing upon any patents, patent licenses, patent applications, copyrights or trade secrets belonging to any other person and no person has alleged such infringement during the last twelve months, or is currently maintaining an allegation of, such infringement.
(h) Neither the execution and delivery of this Agreement by the Vendor and agreement nor the consummation of the transactions provided for herein contemplated hereby will not result in the violation any breach of any term or provision of, or constitute a default under, under the articles or conflict with or cause the acceleration of any obligation by-laws of the Vendor under:
(i) or under any contract commitment or other agreement to which the Vendor is a party or by which it is bound;
(ii) any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor;
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
(iv) any license, permit, approval, consent or other authorization held by the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or rule;
(c) this Agreement has been duly authorized, executed and delivered by the Vendor and is a legal, valid and binding obligation of, and enforceable against the Vendor by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted disclosed in any Schedule attached hereto or will result in the discretion of a court of competent jurisdiction;
(d) there is no requirement for the Vendor to make any filing with, give any notice to creation or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract to which the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval imposition of any party to such contract relating to the consummation of the transactions contemplated by this Agreement;
(e) the Vendor beneficially owns the Purchased Shares free and clear of all charges, security interests, pledges, demands and other encumbrances and has the exclusive right and full power to sell, assign and transfer the Purchased Shares to the Purchaser;
(f) no person, firm lien or corporation has any agreement, option or any right capable of becoming an agreement or option for the acquisition from the Vendor of encumbrance upon any of the Purchased Shares; and
(g) the Vendor is not a non-resident of Canada within the meaning of the Tax ActAssets.
Appears in 1 contract
Vendor’s Representations and Warranties. The Vendor represents hereby represents, covenants and warrants to [*****] as a material part of the Purchaser that:
consideration for [*****] entering into the Agreement, as follows: (ai) Vendor is a corporation duly organized and validly existing: (ii) the execution of the Agreement have been duly authorized by all necessary corporate action on behalf of Vendor (iii) Vendor has been duly incorporated obtained and organized currently holds all licenses, permits and in good standing approvals of all governmental authorities necessary or appropriate to perform Vendor’s obligations under the laws of the jurisdiction of its incorporation and has all requisite corporate power and capacity to own or lease its property, to carry on its business as now being conducted by it, to enter this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it make such qualification or licensing necessary;
(b) the execution and delivery of this Agreement by the Vendor and the consummation of the transactions provided for herein will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of the Vendor under:
(i) any contract to which the Vendor is a party or by which it is bound;
(ii) any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor;
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
all SOWs; (iv) All materials, services, products and goods, including, without limitation, any licenseprofessional services, permithardware maintenance services, approvalsystem or software hardware maintenance services, consent software, and any other deliverables, as identified in the corresponding SOW (collectively, the “Deliverables”), delivered in connection with the Agreement shall not infringe the rights of any other person or other authorization held by the Vendorentity; or
(v) [*****] use of the Deliverable will not infringe any applicablerights of any other person or entity, lawincluding, statutewithout limitation, ordinanceany patent rights, regulation copyrights or rule;
trade secret rights of any other person or entity, (cvi) this the Agreement does not conflict with any other obligations or agreements to which Vendor is subject, (vii) there are no claims, threatened legal actions or initiated legal actions regarding any Deliverable or Vendor’s sale and license of any Deliverable, and (viii) neither Vendor (including, without limitation, (A) Vendor, (B) its officers and directors and (C) any employees, representatives, subcontractors, sub-suppliers and agents of Vendor involved with [*****] account or the performance by Vendor under the Agreement) nor the persons and/or entities comprising and/or owning Vendor, through and including the beneficial ownership of Vendor (1) has ever been duly authorized, executed and delivered by the Vendor and is a legal, valid and binding obligation convicted of, and enforceable against the Vendor by the Purchaser in accordance with its termsbeen placed under indictment for, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction;
(d) there is no requirement for the Vendor to make any filing or charged with, give any notice to felony or obtain any licenseother crime involving moral turpitude (a “Crime”), permitor (2) is currently charged with, certificate, registration, authorization, consent or approval ofunder investigation for, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract to which the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval of any party to such contract relating to the consummation of the transactions contemplated by this Agreement;
(e) the Vendor beneficially owns the Purchased Shares free and clear of all charges, security interests, pledges, demands and other encumbrances and has the exclusive right and full power to sell, assign and transfer the Purchased Shares to the Purchaser;
(f) no person, firm or corporation has any agreement, option or any right capable of becoming an agreement or option for the acquisition from the Vendor of any of the Purchased Shares; and
(g) the Vendor is not a non-resident of Canada within the meaning of the Tax ActCrime.
Appears in 1 contract
Samples: Master Professional Services Agreement (Richtech Robotics Inc.)
Vendor’s Representations and Warranties. The Vendor represents hereby represents, warrants and warrants covenants to and with the Purchaser that:
(a) Corporate Standing of the Vendor has been The Vendor is a company duly incorporated organized -------------------------------- and organized and in good standing validly subsisting under the laws of the jurisdiction Isle of its incorporation Man and has all requisite corporate power and capacity to own or lease its property, to carry on its business as now being conducted by it, to enter this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which as a corporation under the nature laws of the business or the property and assets owned or leased by it make such qualification or licensing necessaryBenin;
(b) Requisite Authority of the Vendor (i) the Vendor has all requisite ------------------------------------- corporate power and authority to enter into this Agreement and to perform its obligations hereunder and (ii) the execution and delivery of this Agreement by the Vendor and the consummation of the transactions provided for transaction contemplated herein by the Vendor have been duly authorized by all necessary corporate action on the part of the Vendor;
(c) No Conflicts The execution and delivery of this Agreement and the ------------- consummation of the transaction contemplated herein by the Vendor will not result violate nor be in the violation ofconflict with, or constitute a material default under, or conflict with or cause the acceleration any material provision of any obligation of the Vendor under:
(i) any contract agreement or instrument to which the Vendor is a party or by which is bound, or, so far as it is bound;
(ii) aware, any provision of the constating documents or by-laws or resolutions of the board of directors (judgment, decree, order, law, statute, rule, licence, regulation, ordinance or any committee thereof) or shareholders of other law applicable to the Vendor;
(iiid) any judgement, decree, order or award Execution of any court, governmental body or arbitrator having jurisdiction over the Vendor;
Documents (iv) any license, permit, approval, consent or other authorization held by the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or rule;
(ci) this Agreement has been duly authorized, executed and ------------------------ delivered by the Vendor and all other documents executed and delivered by the Vendor pursuant hereto shall have been duly executed and delivered by the Vendor and is a (ii) this Agreement does and such documents will, constitute legal, valid and binding obligation ofobligations of the Vendor enforceable in accordance with their respective terms;
(e) No Default under Laws The Purchaser has not received any notice of and ---------------------- so far as it is aware is not in, default or violation of any order, rule, regulation, writ, injunction or decree of any court or governmental authority or any statute to the extent that any such default or violation would materially and adversely affect the operation or ownership of any of the Assets;
(f) Title to Assets (i) the Vendor has not done any act or thing whereby ----------------- any of the Assets have been or will be sold or otherwise alienated and (ii) the Assets are or will at Closing be free and clear of all liens, charges, encumbrances, royalties, burdens, production payments, profits interests and adverse claims whatsoever created by, through or under the Vendor;
(g) Quiet Enjoyment Subject to the rents, covenants, conditions and ---------------- stipulations in the Contracts and all other agreements pertaining to the Assets, and enforceable on the Vendor's part thereunder to be paid, performed and observed, if Closing occurs (i) the Purchaser may continue to hold and enjoy the Assets, for the residue of their respective terms and all renewals or extensions thereof, for the Purchaser's own use and benefit without any interruption of or by the Vendor or any other person whomsoever claiming or to claim by, through or under the Vendor and (ii) the Vendor binds itself to warrant and defend all and singular the Assets, against all persons whomsoever claiming or to claim the same or any part thereof or any interest therein by, through or under the Vendor;
(h) Judgments, Lawsuits or Claims There are no material judgments -------------------------------- unsatisfied against the Vendor by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction;
(d) there is no requirement for the Vendor to make or any filing with, give any notice to material consent decrees or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract injunctions to which the Vendor is a party subject and there are no material proceedings, actions or by which it is bound to give any notice tolawsuits in existence, or so far as the Vendor is aware, threatened or asserted, against the Vendor with respect to obtain the consent or approval of any party to such contract relating to the consummation of the transactions contemplated by this AgreementAssets;
(ei) Shares (i) the Vendor beneficially owns has or will have at the Purchased Time of Closing good, ------ marketable, beneficial and recorded title to the Shares purported to be owned by the Vendor, and such Shares are free and clear of all mortgages, charges, security interestsliens, pledges, demands claims, security interests and agreements and other encumbrances of whatsoever nature and has the exclusive right and full power to sell, assign and transfer the Purchased Shares to the Purchaser;
(f) no person, firm or corporation has any agreement, agreement or option or any right capable of becoming an agreement or option for the acquisition purchase from the Vendor of any of the Purchased SharesShares except as provided herein, and the Vendor has good right, full power and absolute authority to sell and assign its Shares to the Purchaser for the purpose and in the manner as provided in this Agreement. Such Shares are not subject to any shareholder, pooling, escrow or similar agreements; and
(gii) no consents of, filings with or approval or any governmental or regulatory body authority is required by the Vendor for its sale and transfer of its Shares to the Purchaser, except as contemplated herein; and (iii) the Vendor is not a non-resident obligated to obtain the written consent of Canada within any person to the meaning transaction contemplated by this Agreement other than from those persons from whom consent has, or prior to the Time of the Tax ActClosing, will be obtained.
(j) Due Incorporation and Capitalization of Addax S.A.
Appears in 1 contract
Vendor’s Representations and Warranties. The Vendor QLT hereby represents and warrants to the Purchaser, regardless of any independent investigations that the Purchaser may cause to be made, that:
(a) the Vendor has been QLT is a duly incorporated and organized and validly existing company in good standing under the laws of the jurisdiction Province of its incorporation British Columbia and has all requisite the corporate power and capacity to own or lease its property, interest in the Properties and to carry on its business as now being conducted by it, to enter this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it make such qualification or licensing necessarybusiness;
(b) each Nominee is a duly incorporated and validly existing company in good standing under the execution laws of the Province of British Columbia and delivery has the corporate power and capacity to hold legal title to the Lot F Property, in the case of this Agreement by the Vendor Lot F Nominee, and the consummation Lot 1 Property, in the case of the transactions provided Lot 1 Nominee, in trust for herein will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of the Vendor under:
(i) any contract QLT and to which the Vendor is a party or by which it is bound;
(ii) any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor;
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
(iv) any license, permit, approval, consent or other authorization held by the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or rulecarry on its business;
(c) this Agreement has been duly authorized, executed and delivered by none of QLT nor the Vendor and is Nominees are a legal, valid and binding obligation of, and enforceable against non-resident of Canada within the Vendor by meaning of the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdictionIncome Tax Act (Canada);
(d) there is no requirement for by the Vendor to make any filing withClosing Date, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to all necessary corporate action on the lawful consummation part of the transactions contemplated by this Agreement. There is no requirement under any Contract Vendors will have been taken to which authorize and approve the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval of any party to such contract relating to the consummation completion of the transactions contemplated by this Agreement;
(e) none of the Vendor beneficially owns Vendors has any indebtedness or liability to any person, firm or corporation that might now or hereafter constitute a lien, charge or encumbrance on the Purchased Shares Assets or that would affect the Purchaser’s right, from and after the Closing Date, to own, occupy (subject to the Leases and the QLT Lease) and obtain revenue from the Properties, other than Permitted Encumbrances;
(f) subject to obtaining any required consents to the assignment of the Approved Service Contracts, neither the execution of this Agreement nor the completion of the transactions contemplated hereby will conflict with or result in a breach of the respective constating documents of any of the Vendors nor constitute a breach of, default under, or acceleration of any obligation under, or constitute any event which, with the giving of notice or lapse of time or otherwise, would constitute a breach of, default under, or acceleration of any obligation under, any indenture, mortgage, deed of trust or any other agreement to which any of the Vendors is a party or by which any of them is bound or to which any of their assets are subject (including the Declarations of Trust);
(g) there is no action, suit, claim, arbitration, judgment, investigation or proceeding outstanding or pending or, to the knowledge of the Vendors, threatened against or affecting any of the Vendors and pertaining to the Purchased Assets or any part thereof at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or authority;
(h) QLT has a good and marketable beneficial title to the Properties, legal title to which is held by the Lot F Nominee, in the case of the Lot F Property, and by the Lot 1 Nominee, in the case of the Lot 1 Property, each as nominee and bare trustee for QLT pursuant to the Declarations of Trust, free and clear of all chargesliens, security interests, pledges, demands charges and other encumbrances and has except the exclusive right and full power to sell, assign and transfer the Purchased Shares to the PurchaserPermitted Encumbrances;
(fi) the Permitted Encumbrances described in Schedule C are in full force and effect and have not been further amended, none of the Vendors is in default thereunder, no other party is, to the knowledge of the Vendors, in default thereunder and there are no existing disputes thereunder;
(j) all municipal taxes, local improvement taxes, rates, levies and assessments of every nature and kind with respect to the Properties for the 2007 calendar year and all preceding calendar years, have been paid in full and, except as provided in the Permitted Encumbrances described in Schedule C, none of the Vendors has, in connection with the Properties, any present or future obligation to pay monies to any statutory authority in connection with off-site roads, services, utilities or similar services or to construct or provide off-site roads, services, utilities or similar services in connection with the Properties;
(k) none of the Vendors is a party to or bound by any collective bargaining agreements or any agreements with a trade union by which the Purchaser will be bound by virtue of acquiring the Purchased Assets, and there are no employees of the Vendors with respect to whom the Purchaser will assume or incur any responsibility or liability by virtue of acquiring the Purchased Assets;
(l) with respect to the Properties:
(i) to the best of the knowledge of the Vendors, the Building is not subject to any outstanding work order or notice of defect or non-compliance from any provincial or municipal board or official or Board of Fire Underwriters or like authority;
(ii) except as disclosed in the Project Documents, none of the Vendors has received any Notice from any governmental authority of non-compliance with respect to Environmental Laws;
(iii) except as disclosed in the Project Documents, the Vendors have not at any time received, handled, generated, used, stored, deposited, treated, transported or disposed of any Hazardous Waste on the Lot F Property, the Lot 1 Property or within the Building except in compliance with all applicable Environmental Laws; and
(iv) except as disclosed in the Project Documents, none of the Vendors has received any Notice from any governmental authority that requires any remedial action to be conducted or any works to be undertaken with respect to environmental contamination of the Lot F Property, the Xxx 0 Xxxxxxxx xx xxx Xxxxxxxx;
(x) the Included Chattels are free and clear of all liens, charges and encumbrances;
(n) none of the Vendors has received any Notice from any governmental authority or has any knowledge of any intention of any statutory authority to expropriate all or any part of the Properties;
(o) none of the Vendors has received any Notice from any governmental authority of any intention of the applicable municipal authority to alter its zoning bylaw or official community plan, if any, so as to affect or potentially affect in a detrimental manner the Properties or the use thereof;
(p) there are no claims, actions or proceedings pending or, to the knowledge of the Vendors, threatened, in law or in equity, that would materially interfere with the use and enjoyment of the Properties or the occupancy or use of all or any part of the Properties by the Purchaser or any Tenant or QLT under the QLT Lease or that could affect the Purchaser’s right to own, occupy and obtain revenue from the Properties;
(q) with respect to the Leases:
(i) the Leases constitute all leases, agreements to lease, and other rights in existence on the date of this Agreement, either written or oral, under which any person, firm or corporation has any agreementright to lease, option use or occupy any portion of the Lot F Property or the Building in the nature of a tenancy or licence and all Tenants are at arm’s length from the Vendors;
(ii) save for the current month’s rent, there are no deposits, prepaid rents or other prepaid expenses which have been received from any Tenants except as set forth in the Project Documents;
(iii) the copies of the Leases which the Vendors will be making available to the Purchaser for review are true copies thereof;
(iv) the Leases are good, valid and subsisting and enforceable against the Tenants, and are, to the best of the knowledge of the Vendors, in good standing except as specifically set forth in the Project Documents, and there are no existing disputes thereunder, and none of the Vendors has received any notice from any Tenant alleging any default by the Vendors or requiring the Vendors to take any action not taken, and except as set forth in the Project Documents the Leases have not been modified, extended, renewed or, to the knowledge of the Vendors assigned by any Tenant, and the Leases constitute the whole of the respective agreements of the Vendors or any right capable of becoming an agreement them with the Tenants with respect to the occupancy of the Lot F Property and the Building by the Tenants;
(v) the Vendors have observed and performed in substantially all respects all of the landlord’s covenants set forth in the Leases;
(vi) neither the Leases nor the rents payable under them have been assigned by the Vendors and none of the Tenants have any presently enforceable rights or option claims to set off or abatement with respect to future rents except as set forth in the Leases;
(vii) none of the Tenants are entitled to any capital contributions, tenant allowances, inducements, or concessions which have not been fully paid or satisfied by the Vendors except as set forth in the Project Documents, and none of the Vendors is obliged to pay any Tenants for the acquisition from the Vendor improvements, fixtures or equipment during or on termination of any term or renewal thereof except as set forth in the Leases;
(viii) the Tenants have each taken possession of the Purchased Sharespremises demised by their respective Leases and are paying regular instalments of monthly rent in accordance with the terms of their respective Leases; and
(gix) none of the Vendors has received any Notice indicating that the Tenants do not operate their premises and their businesses within the Lot F Property and the Building pursuant to all validly issued and required licences and entirely in accordance with all lawful requirements of all applicable statutory authorities;
(r) the Vendor is not a non-resident of Canada within Service Contracts which the meaning Vendors will deliver to the Purchaser pursuant to Section 3.1 constitute all of the Service Contracts respecting the Properties and set forth the whole of the agreements between the Vendors or any of them and the other parties thereto and there is no default thereunder;
(s) the operating budget, operating expense summaries and capital improvement summaries included with the Project Documents present fairly the expenses relating to the Properties for the periods reported on;
(t) the Lot F Nominee has no beneficial interest in the Lot F Property and has carried on no business or activity of any kind whatsoever other than holding legal title to the Lot F Property in trust for QLT and dealing with the Lot F Property on behalf of and as directed by QLT, and the Lot 1 Nominee has no beneficial interest in the Lot 1 Property and has carried on no business or activity of any kind whatsoever other than holding legal title to the Lot 1 Property in trust for QLT and dealing with the Lot 1 Property on behalf of and as directed by QLT;
(u) the aggregate value of the Purchased Assets, determined in relation to the transactions contemplated by this Agreement as of the time and in the manner prescribed by the Notifiable Transactions Regulations pursuant to the Competition Act, is less than $50,000,000;
(v) QLT is the sole beneficial owner of the Shares and such Shares are free and clear of all liens, charges, options and encumbrances except any of the nature described in subsection (f) of the definition of Permitted Encumbrances;
(w) no person has any rights to acquire any shares in the capital of the Nominees, except for the Purchaser under this Agreement;
(x) the Nominees have not filed tax returns for Income Tax, Capital Tax Actor GST, have no liability for payment of any such taxes, and no assessment for such taxes has ever been levied against either of the Nominees;
(y) on the Closing Date, the Lot F Nominee will have no assets other than bare legal title to the Lot F Property, and will have no liabilities except:
(i) liabilities for the current year’s property taxes and other assessments with respect to the Lot F Property which are the responsibility of QLT as beneficial owner of the Lot F Property and are adjusted pursuant to Article 6 on the Closing Date;
(ii) liabilities under the Permitted Encumbrances relating to the Lot F Property;
(iii) liabilities to the Purchaser under this Agreement; and
(iv) liabilities incurred with respect to the Lot F Property as registered owner thereof (subject to the other provisions of this Agreement including the other provisions of this Section 8.1 and Section 8.3);
(z) on the Closing Date, the Lot 1 Nominee will have no assets other than bare legal title to the Lot 1 Property, and will have no liabilities except:
(i) liabilities for the current year’s property taxes and other assessments with respect to the Lot 1 Property which are the responsibility of QLT as beneficial owner of the Lot 1 Property and are adjusted pursuant to Article 6 on the Closing Date;
(ii) liabilities under the Permitted Encumbrances relating to the Lot 1 Property;
(iii) liabilities to the Purchaser under this Agreement; and
(iv) liabilities incurred with respect to the Lot 1 Property as registered owner thereof (subject to the other provisions of this Agreement including the other provisions of this Section 8.1 and Section 8.3); and
(aa) there is no action or proceeding of any kind pending or, to the knowledge of QLT, threatened against any of the Vendors which might materially affect the ability of QLT to carry out the terms of this Agreement.
Appears in 1 contract
Vendor’s Representations and Warranties. The To induce the Purchaser to enter into and complete the Transaction, and acknowledging and agreeing that the Purchaser has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement, the Vendor hereby represents and warrants to warrants, as representations and warranties that are true and correct as at the Purchaser Effective Date and will be true and correct on the Closing Date that:
(a) the Vendor has been Vendor:
(i) is a company duly incorporated and organized organized, validly existing and in good standing under the laws Corporations Act; and
(ii) subject to receipt of Regulatory Approvals, it has the jurisdiction of its incorporation and has all requisite corporate power full power, authority, right and capacity to own or lease its propertydispose of the Property and, subject to receipt of the Vendor Shareholder Approval, to carry on its business as now being conducted by itcomplete the Distribution, to enter execute and deliver this Agreement Agreement, to complete the Transaction and to duly observe and perform all of its covenants and obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it make such qualification or licensing necessaryherein set forth;
(b) the Transaction Agreements have been duly and validly executed and delivered by it and constitute legal, valid and binding obligations of the Vendor, duly enforceable against the Vendor in accordance with their terms;
(c) neither the execution and nor the delivery of this Agreement by the Vendor Transaction Agreements, or the other agreements and instruments contemplated hereby or thereby, nor the consummation completion of the transactions provided for herein will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of the Vendor underTransaction will:
(i) constitute or result in the breach of or default under any contract terms, provisions or conditions of, or conflict with, violate or cause any, or give to any Person, any right of, after the giving of a notice or lapse of time or otherwise, acceleration, termination or cancellation in or with respect to any of the following:
(A) any of its constating documents or any resolution of its directors or the Vendor Shareholders;
(B) any applicable Law; and
(C) any agreement, or other instrument or commitment to which the Vendor it is a party or is subject, or
(ii) result in the creation of any Encumbrance on the Property;
(d) no consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by which it is boundthe Vendor in connection with the execution and delivery of the Transaction Agreements or any of the other documents contemplated hereby, or the consummation by the Vendor of the transactions contemplated hereby or thereby, other than:
(i) the written consent of the Glenfine Owners pursuant to the Glenfine Agreement;
(ii) any provision the consent of the constating documents or by-laws or resolutions Minister pursuant to the Mining Act for the transfer of the board of directors (or any committee thereof) or shareholders of the Vendor;granted Vendor Tenements; and
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
(iv) any license, permit, approval, consent or other authorization held by the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or rule;
(c) this Agreement has been duly authorized, executed and delivered by the Vendor and is a legal, valid and binding obligation of, and enforceable against the Vendor by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction;
(d) there is no requirement for the Vendor to make any filing with, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract to which the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval of any party to such contract relating to the consummation of the transactions contemplated by this AgreementShareholder Approval;
(e) no Vendor Shareholder will become a Principal following completion of the Vendor beneficially owns the Purchased Shares free and clear of all charges, security interests, pledges, demands and other encumbrances and has the exclusive right and full power to sell, assign and transfer the Purchased Shares to the PurchaserDistribution;
(f) it is the sole legal and beneficial owner of all right, title and interest to the Property, free and clear of any Encumbrances and no person, firm other Person holds any rights to undertake any activities on the Properties or corporation to access the Vendor Tenements or the Glenfine Tenements;
(g) it has the sole right to earn and acquire a legal and beneficial interest in the Glenfine Tenements pursuant to the Glenfine Agreement;
(h) Schedule “A” to this Agreement contains a complete and accurate list of all of the tenements comprising the Property;
(i) the tenements constituting the Property have been properly located and recorded in compliance with applicable Law and are valid and subsisting;
(j) no Person has any agreement, agreement or option or any right or privilege capable of becoming an agreement or option for the acquisition purchase of the Property or any portion thereof or interest therein from the Vendor, other than pursuant to the transactions contemplated in this Agreement;
(k) the Property is in good standing, full force and effect and is valid and enforceable in accordance with its terms under the Mining Act, is in compliance with applicable Law and all work required to be performed and filed in respect thereof has been performed and filed, all taxes, royalties, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made;
(l) the Glenfine Agreement is in full force and effect and is valid and enforceable in accordance with its terms against all of the parties to it. The Vendor is not in default or breach of its obligations under the Glenfine Agreement, and no event has occurred and no condition or state of facts exists that, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Vendor or, to its knowledge, any other party thereto. The Vendor does not intend, and has not received a notice that any party to the Glenfine Agreement intends, to terminate, amend, not renew or cancel the Glenfine Agreement;
(m) it has not elected or refused to participate in any exploration, development or other operations with respect to the Property which has or may give rise to any penalties, forfeitures or reduction of its interest by virtue of any conversion or other alteration occurring under the title and operating documents which govern the Property;
(n) there is no material adverse claim against or challenge to the title to or ownership of the Property and the Vendor is not aware of any defects, failures or impairments in the title of the Vendor to the Property whether or not an action, suit, proceeding or inquiry is pending or threatened and whether or not discovered by any third party;
(o) there is no claim, litigation, arbitration or administrative proceeding (whether or not purportedly on behalf of the Vendor) in progress, pending or, to the best of the Vendor’s knowledge, threatened against or otherwise affecting the Vendor relating to the Property at law or in equity and there is no judgment, decree, injunction, ruling, order or award of any tribunal outstanding against or affecting the Vendor relating to the Property;
(p) the Vendor has full and unfettered access to the Property (subject to the terms of the Glenfine Agreement and the grant of any of the Purchased SharesVendor Tenements that are ELAs);
(q) the Vendor has not received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of the Vendor in the Property and is not aware of and has not received any information which could imply that the Purchaser will not be permitted to conduct activities in respect to the Property (including under the Glenfine Agreement);
(r) the Vendor has provided the Purchaser with access to full and complete copies of the Mining Information and the Vendor has the sole right, title and ownership of all the Mining Information;
(s) the operation of the Property and the use, maintenance and operation thereof has been and are in compliance with all Environmental Laws. The Vendor has complied with all reporting and monitoring requirements under all Environmental Laws with respect to the Property. The Vendor has not received any notice of any non-compliance with any Environmental Laws relating to the Property and the Vendor has not been convicted of an offence of non-compliance with any Environmental Laws relating to the Property;
(t) all environmental liabilities in respect of the tenements that comprise the Property have been clearly and fairly disclosed to the Purchaser, and the Vendor is in compliance with all material environmental and current obligations binding on it and the Vendor is not aware of any notification under any Environmental Law requiring the Vendor to take or omit to take any action in respect of the Property;
(u) there are no past or present (or, to the best of the Vendor’s knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions or plans associated with the Property which may interfere with or prevent compliance or continued compliance by the Purchaser with Environmental Laws as in effect on the date hereof or which may give rise to any liability of the Purchaser under Environmental Laws associated with the Property;
(v) except in respect to ELA 6951, EL 6897, ELA 7280 and ELA 7276, there are no Native Title Claims which have been made or, to the knowledge of the Vendor, threatened with respect to the Property or any authorization issued by any Governmental Entity in respect of, or otherwise related to the Property;
(w) except in respect to ELA 6951, EL 6897, ELA 7280 and ELA 7276, no other Person, including Persons representing or purporting to represent a Native Title Group, and no Native Title Group, has asserted any right or interest of any kind whatsoever, relating to the Property;
(x) no material dispute between the Vendor and any non-governmental organization, community, community group, civil organization or Native Title Group exists or, to the best of the Vendor’s knowledge, is threatened or imminent with respect to the Property. The Vendor has provided the Purchaser with full and complete access to all material correspondence received by the Vendor from any non- governmental organization, community, community group, civil organization or Native Title Group in respect of the Property;
(y) there are no material contracts, agreements or understandings with any party relating to the Property which have not been disclosed to the Purchaser in writing prior to the Effective Date and no other Person holds any rights to undertake any activities on the Property or to access any of the tenements that comprise the Property;
(z) no act or proceeding has been taken by or against it in connection with its dissolution, liquidation, winding up, bankruptcy or reorganization or for the appointment of a trustee, receiver, manager or other administrator of the Vendor or any of its properties or assets nor, to its knowledge, is any such act or proceeding threatened. It has not sought protection under the Corporations Act or similar legislation; and
(gaa) all information concerning the Vendor Property that might reasonably be regarded as material to a purchaser for value of the Property has been disclosed to the Purchaser and such information, including any Mining Information, is true and accurate in all material respects and is not a non-resident of Canada within the meaning of the Tax Actmisleading.
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Samples: Asset Purchase Agreement
Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser thatTKO as follows:
(a) The Services shall be performed in a professional, high quality and workmanlike manner and shall strictly conform to GUIDELINE and all service descriptions and specifications provided by Vendor and/or TKO.
b) Vendor will comply at all times with all applicable federal, state and local laws, codes, and regulations of the United States and any jurisdiction in which Vendor acts, including without limitation the Health Insurance Portability and Accountability Act of 1996 ("HIP AA''), Xxxxx-Xxxxx-Biiley Act (''GLB"), and the Violent Crime Control and Law Enforcement Act of 1994.
c) Vendor has all necessary rights, licenses and permits required to perform the Services hereunder.
d) Vendor will comply at all times with all applicable TKO policies, procedural standards, and ethical standards of which Vendor has been duly incorporated made aware.
e) Vendor will not use TKO's name in any promotional materials or other communications with third parties without the prior written consent of TKO.
f) Vendor is legally authorized to engage in business in the United States.
g) Vendor represents and organized and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and capacity to own or lease its property, to carry on its business as now being conducted by it, to enter warrants that entering into this Agreement and perform its obligations hereunder. The Vendor is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it make such qualification or licensing necessary;
(b) the execution and delivery of performing this Agreement by the shall not breach or violate any agreement with any other person or organization.
h) Vendor further guarantees all installation and the consummation labor work to be free of the transactions provided defects for herein will not result in the violation ofa period of 1 year unless specifically referenced otherwise within GUIDELINE. Vendor further agrees that all construction, restoration, rehabilitation, or constitute other related service to be done in a default underprofessional, or conflict with or cause the acceleration of any obligation of the Vendor under:
(i) any contract to which the Vendor is a party or by which it is bound;
(ii) any provision of the constating documents or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of the Vendor;
(iii) any judgement, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Vendor;
(iv) any license, permit, approval, consent or other authorization held by the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or rule;
(c) this Agreement has been duly authorized, executed and delivered by the Vendor and is a legal, valid and binding obligation of, and enforceable against the Vendor by the Purchaser workmanlike manner in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction;
(d) there is no requirement industry accepted building codes or control for the jurisdiction within which the work is completed.
i) Vendor to make shall protect and indemnify TKO, its clients, or any filing withother party which maintains a financial interest in any property in which work is performed from any claims for unpaid work, give any notice to labor, or obtain any licensematerials.
j) Vendor represents and warrants that it and its subcontractors are now, permitand will, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to at all times hereafter during the lawful consummation term of the transactions contemplated by this Agreement. There is no requirement under any Contract to which , maintain the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval of any party to such contract relating to the consummation of the transactions contemplated by insurance coverage set forth in this Agreement;
(e) the Vendor beneficially owns the Purchased Shares free and clear of all charges, security interests, pledges, demands and other encumbrances and has the exclusive right and full power to sell, assign and transfer the Purchased Shares to the Purchaser;
(f) no person, firm or corporation has any agreement, option or any right capable of becoming an agreement or option for the acquisition from the Vendor of any of the Purchased Shares; and
(g) the Vendor is not a non-resident of Canada within the meaning of the Tax Act.
Appears in 1 contract
Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that:
(a1) the Vendor is duly incorporated, organized and subsisting under the laws of California;
(2) the Vendor has been duly incorporated the power, authority and organized and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and capacity to own or lease its property, to carry on its business as now being conducted by it, right to enter into and deliver this Agreement and perform its obligations hereunder. The to transfer the legal and beneficial title and ownership of the Purchased Assets to the Purchaser free and clear of all liens, charges, encumbrances and any other rights of others whatsoever;
(3) except as provided in this Agreement, the Vendor is duly qualified or licensed the owner of and in has good standing and marketable title to do business in each jurisdiction in which the nature all of the business Purchased Assets including ownership of the Purchased Domain Names as shown by the records of NSI;
(4) Schedule "C" sets forth, separately, all of the following Purchased Intellectual Property:
(a) that of which Vendor is not the exclusive owner or that Vendor owns jointly with a third party, identifying the property subject matter, any related registration, and assets owned or leased the limits on ownership by it make such qualification or licensing necessary;Vendor, and
(b) that Vendor uses pursuant to license or sublicense from a third party, listing the execution licensed Intellectual Property, any royalty, license or fee payable with respect to the use of such Intellectual Property and delivery any corresponding registration, the source of this Agreement authorization or license and the owner;
(5) except as expressly set forth in Schedule "C", Vendor is not a party to any contract or commitment to pay any royalty, license or other fee with respect to the use of the Purchased Assets;
(6) except as provided for in Schedule "B", no other Purchased Intellectual Property is registered in the name of the Vendor or any of its Affiliate nor have any applications been made for registration of any of the Purchased Intellectual Property by the Vendor and the consummation or any of the transactions provided for herein will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of the Vendor under:
(i) any contract to which the Vendor is a party or by which it is boundits Affiliates;
(ii7) any provision except for the consent of NSI or such other consents that have otherwise been obtained, no consents are required for Vendor to sell, transfer or assign to Purchaser all of the constating documents or by-laws or resolutions right, title, benefit and interest of Purchaser in any of the board Purchased Assets;
(8) to the best of directors (or any committee thereof) or shareholders the knowledge of the Vendor, no third party has interfered with, infringed upon, misappropriated, misused, violated or otherwise come into conflict with any of the Purchased Assets or rights to the Purchased Assets;
(iii9) to the best of the knowledge of the Vendor, the Purchased Assets do not infringe upon, misappropriate, misuse, violate or otherwise come into conflict with any judgement, decree, order Intellectual Property or award other rights of any court, governmental body or arbitrator having jurisdiction over the Vendorthird party;
(iv10) Vendor currently has no information, knowledge or belief that any license, permit, approval, consent third party has asserted or other authorization held by intends to assert any rights to the Vendor; or
(v) any applicable, law, statute, ordinance, regulation or rulePurchased Domain Names;
(c11) this Agreement Vendor currently has been duly authorizedno outstanding obligations or liabilities, executed and delivered by contingent or otherwise, pursuant to any agreement written or oral respecting the Vendor and is a legal, valid and binding obligation of, and enforceable against the Vendor by the Purchaser in accordance with its terms, Purchased Domain Names except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction;
(d) there is no requirement for the Vendor to make any filing with, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract to which the Vendor is a party or by which it is bound to give any notice to, or to obtain the consent or approval of any party to such contract relating to the consummation of the transactions contemplated by this Agreement;
(e12) the Vendor beneficially owns has not received any notice from NSI or any other third party that the Purchased Shares free and clear of all chargesDomain Names infringe any trademark, security intereststrade name, pledges, demands and other encumbrances and has the exclusive right and full power to sell, assign and transfer the Purchased Shares to the Purchaser;
(f) no person, firm or corporation has any agreement, option or any right capable of becoming an agreement or option for the acquisition from the Vendor of any of the Purchased Sharesother proprietary right; and
(g13) no actions, claims or other proceedings are pending or, to Vendor's knowledge, threatened against or affect the Vendor is not a non-resident of Canada within Purchased Assets which, if decided unfavourably, would materially and adversely affect the meaning of title to the Tax ActPurchased Assets, or the Vendor's ability to effect the sale and transfer thereof to the Purchaser as contemplated in this Agreement.
Appears in 1 contract
