VENDOR'S WARRANTIES AND REPRESENTATIONS. 4.1 The Vendor warrants and represents to the Purchaser, with the intent that the Purchaser will rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated herein, that:
(a) on Closing, the Vendor will be the registered holder and beneficial owner of the Assets, free and clear of all liens, except for the Permitted Liens listed in Schedule "B" attached hereto;
(b) no Party has any agreement, right or option, consensual or arising by law, present or future, contingent or absolute, or capable of becoming an agreement, right or option to purchase or otherwise acquire the Assets;
(c) the Vendor has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal and beneficial title and ownership of the Assets;
(d) the Vendor is a company duly incorporated, validly existing and in good standing, under the laws of the state of New Hampshire;
(e) Xxx Xxxxx is the sole shareholder of the all of the issued and outstanding shares of the Vendor;
(f) the Vendor owns and possesses and has good and marketable title to and possession of all the Assets free and clear of all liens, except the Permitted Liens;
(g) the Vendor holds all licences and permits required for the uses to which the Assets have been or may be put and all such licences and permits are in good standing and the conduct and uses of the same by the Vendor are in compliance with all laws, zoning and other bylaws, building and other restrictions, rules, regulations and ordinances applicable to the Vendor or the Assets, and neither the execution and delivery of this Agreement nor the completion of the purchase and sale hereby contemplated will give any person the right to terminate or cancel the said licences or permits or affect such compliance;
(h) the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not:
(i) conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which the Assets are subject or constitute or result in a default under any agreement, contract or commitment to which the Vendor is a party,
(ii) give to any Party any remedy, cause of action, right of termination, cancellation...
VENDOR'S WARRANTIES AND REPRESENTATIONS. 5.1 The Vendor represents, warrants and covenants to the Purchaser as follows:
(a) the Vendor is the registered and beneficial owner of the Shares;
(b) the Shares are validly issued and outstanding as fully paid and non-assessable in the capital of the Company and are free and clear of all liens, charges and encumbrances save and except for any claims set forth in the Action.
(c) the Vendor has good and sufficient right and authority to enter into this Agreement and to transfer legal and beneficial title and ownership of the Shares to the Purchaser;
(d) the Vendor has not previously entered into a binding agreement for the sale of, or the granting of an option to purchase the Shares;
(e) subject to any claims set forth in the Action, the Vendor is not indebted to the Company and the Company is not indebted to the Vendor;
(f) the Vendor has not relied on any representations, understandings or other inducements not expressly set forth in this Agreement;
(g) the Vendor has been fully advised by independent legal counsel concerning the terms and effect of this Agreement;
(h) the Vendor enters into this Agreement voluntarily, without duress or undue influence;
(i) the Vendor has the legal capacity, power and authority to hold the Lari Shares and the Note (collectively, the "Securities") to be owned by him on the Closing Date;
(j) the Vendor is accepting the Securities as part of the Purchase Price as set out in Subsection 3(b) only for investment purposes on his own account and not for the purpose of selling the Securities in connection with any distribution of the Securities. The Vendor acknowledges that the Lari Shares are subject to resale restrictions and, for this reason, shall display the legend, substantially in the form as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR RULE 144 UNDER THE SECURITIES ACT, IF APPLICABLE, OR (D) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT PRIOR TO...
VENDOR'S WARRANTIES AND REPRESENTATIONS. In order to induce 805332 and MPAC to enter into and consummate this Agreement the Vendors represent and warrant to and covenant with 805332 and MPAC as follows:
(a) the Vendors are the registered holders and beneficial owners of the Shares and that the Shares are free of all mortgages, liens, claims, charges, security interests, adverse claims, pledges, calls, trusts, voting trusts, shareholder agreements, equities, covenants, demands and encumbrances of any nature and kind whatsoever;
(b) the Vendors have due and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal and beneficial title and ownership of the Shares;
(c) the Vendors are residents of Canada within the meaning of that term in the Income Tax Act (Canada);
(d) to be best of the knowledge of the Vendors the remaining shareholders of Micron are as follows: Name Certificate Number No. & Class Xxxxxxx X. Xxx A-4 13.5 Class “A” Xxxxxx Holdings Ltd A-7 10.0 Class “A”
VENDOR'S WARRANTIES AND REPRESENTATIONS. 6.1. Each Vendor severally represents and warrants to the Purchaser as regards himself only that:-
6.1.1. he is the beneficial and (save as identified on the first schedule) legal owner of the Shares as set out in the first schedule and is entitled to sell the Shares to the Purchaser free from all Encumbrances without the consent of any third party;
6.1.2. he has full power and authority to enter into this agreement and the other documents to be executed in connection with it;
6.1.3. this agreement and such other documents constitute (or will when executed constitute) legal and valid binding obligations on him enforceable in accordance with their respective terms;
6.1.4. no bankruptcy order has been made in respect of him or a petition for such an order presented, no application has been made in respect of him for an interim order under section 253 Insolvency Xxx 0000, he is not unable to pay any debt as that expression is defined in section 268 Insolvency Xxx 0000, no person has been appointed by the court to prepare a report in respect of him under section 273 Insolvency Xxx 0000, no interim receiver has been appointed of his property under section 286 Insolvency Xxx 0000, and no order has been made or petition presented or resolution passed for the winding up or administration of him, no receiver or administrator or administrative receiver has been appointed or could lawfully be appointed by any person of his business or assets or any part thereof, he is not insolvent and has not stopped payment and is not unable to pay his debts (within the meaning of section 123 of the Insolvency Act 1986) and he is capable of meeting his liabilities as and when they fall due and for the foreseeable future save that the provisions of clauses 6.
VENDOR'S WARRANTIES AND REPRESENTATIONS. Vendor hereby represents and warrants that the following are as of the date hereof, and will be at all closings, true and correct and will survive closing for a period of one (1) year after closing with Vendor to be liable to Purchaser from any breaches thereof including reasonable attorney fees.
VENDOR'S WARRANTIES AND REPRESENTATIONS. The Vendor warrants and represents to the Purchaser that:
(a) it is duly incorporated under the laws of British Columbia and is a valid and existing company and is, with respect to the filing of annual reports, in good standing under the laws of British Columbia;
(b) it has all the necessary corporate power and capacity and has taken or contemporaneously with the execution of this Agreement is taking all corporate proceedings necessary to enter into this Agreement;
(c) the Vendor is the registered and beneficial owner of the Assets and has good and marketable title thereto, free and clear of any charge, encumbrance, lien or option;
(d) the Vendor is entitled to sell the Assets to the Purchaser as herein provided;
(e) the Vendor is not a non-resident of Canada for purposes of Sections 85 and 116 of the Tax Act.
VENDOR'S WARRANTIES AND REPRESENTATIONS. The Vendor hereby warrants and represents to and for the benefit of the Purchaser in the following terms:
VENDOR'S WARRANTIES AND REPRESENTATIONS. 1.01 The Vendor warrants and represents that:
(a) SCOTMAR INDUSTRIES INC. (hereinafter called the "Company") is a corporation duly incorporated under the laws of the Province of British Columbia as a non-reporting company, is validly existing, and is in good standing in British Columbia and does not carry on business outside that province; 200
(b) The authorized capital of the Company is THREE HUNDRED THOUSAND shares divided into One Hundred Thousand Class "A" Voting Common Shares without par value; One Hundred Thousand Class "B" Non-Voting Common Shares without par value; and One Hundred Thousand Class "C" Non-Voting Preference Shares without par value, of which there are Ten (10) Class "A Voting Common Shares and One (1) Class "B" Non-Voting Common Shares issued and outstanding as fully paid and non-assessable Shares;
VENDOR'S WARRANTIES AND REPRESENTATIONS. 4.1 The Vendors warrant and represent to, and covenant with, the Purchaser, with the intent that the Purchaser will rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated herein, that:
(a) the authorized and issued capital of the Company is as described in Schedule "J" and the Vendors' Shares are validly issued and outstanding as fully paid and non-assessable;
(b) he/she is the registered holder and beneficial owner of that portion of the Vendors' Shares set opposite his/her name in Schedule "J", free and clear of all Liens and he/she has no interest, legal or beneficial, direct or indirect, in any shares of, or the assets or business of, the Company other than as set out in Schedule "J" or by virtue of the Vendors' Shares;
(c) neither he/she nor any officer, director, employee or other shareholder of the Company is indebted to the Company;
(d) no Party has any agreement, right or option, consensual or arising by law, present or future, contingent or absolute, or capable of becoming an agreement, right or option;
(i) to require the Company to issue any further or other shares in its capital or any other security convertible or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in the capital of the Company;
(ii) for the issue or allotment of any of the authorized but unissued shares in the capital of the Company;
(iii) to require the Company to purchase, redeem or otherwise acquire any of the issued and outstanding shares in the capital of the Company; or
(iv) to purchase or otherwise acquire any shares in the capital of the Company;
(e) there are no shareholders' agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of the shares of the Company;
(f) he/she has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal and beneficial title and ownership of his/her portion of the Vendors' Shares, as described herein, to the Purchaser;
(g) he/she is not a non-resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada);
(h) the Company is duly incorporated, validly existing and in good standing under the laws of British Columbia and is and always has been since its date of incorporation a "private issuer" as that term is defined in the Securities Act (B.C.);
(i) the directors and ...
VENDOR'S WARRANTIES AND REPRESENTATIONS. 4.1 To induce the Purchaser to execute this Agreement and as a condition of the Vendor's obligation to close this Agreement, the Vendor hereby represents and warrants to the Purchaser as follows:
