WARRANTIES AND REPRESENTATIONS OF THE PURCHASER. The Purchaser warrants and represents that it is a corporation, duly organized, existing and in good standing under the laws of the State of Kansas. Purchaser warrants and represents that it has taken all necessary corporate action, including, but not limited to, binding resolutions of all of its directors to enter into this agreement and to carry out the terms and conditions thereof.
WARRANTIES AND REPRESENTATIONS OF THE PURCHASER. The Purchaser warrants and represents to the Seller (which warranties and representations shall survive the Closing) as follows:
WARRANTIES AND REPRESENTATIONS OF THE PURCHASER. 13.1 The Purchaser hereby declares to the Seller that each of the representations included in this Clause 13 is true, accurate and not misleading on the Signing Date and on the Transfer Date.
13.2 The Purchaser represents (verklaart) and warrants (garandeert) to the Seller that on the Signing Date and on the Transfer Date:
(a) it explicitly accepts the burdens and restrictions set out in the Deed of Acquisition, this Agreement and those burdens and restrictions that are specified in the public registers in relation to immovable property and rights thereon, as defined in Section 8.1 of the Land Register Act (Kadasterwet) in relation to the Property. The Purchaser furthermore explicitly accepts the burdens and restrictions that are or could have become apparent to the Purchaser by inspecting the aforementioned public registers, the Disclosed Information or which are evident from the condition (feitelijke staat) of the Property;
(b) it explicitly accepts the Master Lease Agreement and (if necessary) the Principles; and
(c) as of the Transfer Date, it will lease the Property back to the Seller, to the extent that the Property is not leased directly to Tenants, on the terms and conditions of the Master Lease Agreement.
13.3 The Purchaser represents (verklaart) and warrants (garandeert) that it will lease back to the Seller all space in the Property that is currently leased out to the Tenants pursuant to the Existing Lease Agreements after (i) said Existing Lease Agreements have been terminated or (ii) after transfer of all rights and obligations under the Existing Lease Agreements from the Purchaser to the Seller.
13.4 The Purchaser warrants (garandeert) that the entering into and performance by the Purchaser of, and the transactions contemplated by, the Agreement do not and will not conflict with:
(a) any law or regulation applicable to it;
(b) its constitutional documents; or
(c) any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument.
WARRANTIES AND REPRESENTATIONS OF THE PURCHASER. 2.1. The Purchaser warrants and represents to the Vendor that:
A. The Purchaser is a limited liability corporation duly incorporated and validly subsisting pursuant to the laws of the United Mexican States and, therefore, it possesses the legal capacity required under Mexican law to hold as proprietor the ownership rights in and to mining concessions located within the territory of the United Mexican States, pursuant to article 11 of the Mining Act.
B. The authority of its representative acting herein is sufficient in accordance with the law for the execution hereof and such authority has not, as of the date hereof, been revoked, amended or limited in any manner whatsoever.
WARRANTIES AND REPRESENTATIONS OF THE PURCHASER. The Purchaser warrants and represents to Microcell as follows and acknowledges that Microcell is relying upon such representations and warranties in connection with the sale to the Purchaser of the Purchased Shares and that Microcell would not have entered into this Agreement without the full benefit of such warranties and representations.
WARRANTIES AND REPRESENTATIONS OF THE PURCHASER. The Purchaser warrants and represents to Ericsson as follows and acknowledges that Ericsson is relying upon such representations and warranties in connection with the sale to the Purchaser of the Purchased Shares and that Ericsson would not have entered into this Agreement without the full benefit of such warranties and representations.
WARRANTIES AND REPRESENTATIONS OF THE PURCHASER. 13.1 The Purchaser hereby warrants (garandeert) to the Seller that each of the representations included in this Clause 13 is true, accurate and not misleading in all material aspects on the Signing Date and on the Completion Date.
13.2 The Purchaser warrants (garandeert) that the entering into and performance by the Purchaser of, and the transactions contemplated by, the Agreement does not and will not conflict with: (bc) any law or regulation applicable to it;
WARRANTIES AND REPRESENTATIONS OF THE PURCHASER. The Purchaser hereby warrants the following:
WARRANTIES AND REPRESENTATIONS OF THE PURCHASER. The Purchaser warrants and represents that it is a corporation, duly organized, existing and in good standing under the laws of the State of Missouri. Purchaser warrants and represents that it has taken all necessary corporate action, including, but not limited to, binding resolutions of all of its directors to enter into this agreement and to carry out the terms and conditions thereof.
WARRANTIES AND REPRESENTATIONS OF THE PURCHASER. 17. The Purchaser hereby warrants and represents to the Municipality that:
a) the Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and is registered to carry on business in Nova Scotia;
b) the Purchaser has the full right, corporate power, and authority to enter into this Agreement and to perform its obligations hereunder; and
c) the Purchaser has or will have obtained all requisite corporate consents and approvals to perform its obligations under this Agreement.
18. Both parties to this Buy-Back Agreement understand and agree that the warranties, representations, terms, conditions and covenants of this Buy-Back Agreement shall survive the closing of the transaction contemplated by the Agreement of Purchase and Sale and shall survive the release of this Buy-Back Agreement from the parcel register for the Property and shall be binding upon the Purchaser and its successors-in-title to the Property.
