Representations and Warranties of the Vendor Sample Clauses

Representations and Warranties of the Vendor. The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:
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Representations and Warranties of the Vendor. The Vendor represents and warrants as follows and acknowledges that the Purchaser is relying upon such representations and warranties in connection with its purchase of the Common Shares herein provided for: (a) the Vendor is, on the Closing Date, the owner of the Common Shares with good and marketable title thereto, free and clear of any claims, liens or encumbrances of any nature whatsoever and has the exclusive right and full power to sell, assign, transfer and deliver the Common Shares to the Purchaser, free and clear of any claims, liens or encumbrances whatsoever; (b) as of the date hereof and on the Closing Date, no person, firm or corporation has any agreement, option or any rights capable of becoming an agreement or option for the acquisition from the Vendor of any of the Common Shares; (c) as of the date hereof and on the Closing Date, no suits, actions or other legal proceedings of any sort are pending or are threatened which would restrain or otherwise prevent, in any manner, the Vendor from effectually or legally transferring the Common Shares to the Purchaser free and clear of any and all claims, liens and encumbrances nor are there any suits, actions or other legal proceedings, the effect of which would be to cause a lien to attach to the Common Shares, to divest title to the Common Shares or make the Purchaser or the Vendor liable for damages, pending or threatened, and the Vendor has no knowledge of any claims, which would give rise to such a suit, action or legal proceeding; (d) the Vendor represents that it is resident in the United States, and not in any jurisdiction in Canada, and is subject to the securities laws of the United States; (e) the Vendor has completed and delivered to the Purchaser the certificate as to its status as an accredited investor under applicable United States securities laws, which is attached hereto in Appendix A and agrees to execute and deliver, from time to time, such certificates and other documentation as the Purchaser may reasonably request in connection with the issuance of the Non-Voting Shares; (f) this Agreement, once it has been duly executed and delivered by the Vendor, will constitute a legal, valid and binding agreement of the Vendor enforceable against it in accordance with its terms. (g) This Agreement, once it has been duly executed and delivered by the Vendor, will constitute a legal, valid and binding agreement of the Vendor enforceable against it in accordance with its terms. (h) THESE SECUR...
Representations and Warranties of the Vendor. The Vendor represents and warrants to the Purchaser as follows:
Representations and Warranties of the Vendor. The Vendor represents and warrants to the Purchaser as stated below and acknowledges that the Purchaser is relying on the accuracy of each such representation and warranty in entering into this Agreement and completing the Purchase.
Representations and Warranties of the Vendor. 2.1 The Vendor covenants, represents and warrants as follows and acknowledges that the Purchaser is relying upon such covenants, representations and warranties in connection with the purchase by the Purchaser of the Purchased Shares: (a) The Corporation has been duly incorporated and is organized, validly subsisting and in good standing under the laws of the Province of Queensland, Australia. (b) The Corporation is duly qualified as a corporation to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the property owned or leased by it makes such a qualification necessary. (c) The authorized capital of the Corporation consists of one hundred common shares and no preference shares of which one hundred common shares has been duly issued and is outstanding as fully paid and non-assessable in favour of the Vendor. (d) No person, firm or corporation has any agreement or option, or any right or privilege capable of becoming an agreement or option for the purchase from the Vendor of any of the Purchased Shares. (e) No person, firm or corporation has any agreement or option or any right or privilege capable of becoming an agreement, including convertible securities, warrants or convertible obligations or any nature, for the purchase, subscription, allotment of issuance of any of the unissued shares in the capital of the Corporation or of any securities of the Corporation. (f) The Vendor is the registered and beneficial owner of the Purchased Shares, with good and marketable title thereto, fee and clear of any pledge, lien, charge, encumbrance or security interest of any kind and the Vendor has the power and authority and right to sell the Purchased Shares in accordance with the terms of this Agreement. (g) The books and records of the Corporation fairly and correctly set out and disclose in all material respects, in accordance with generally accepted accounting principles, the financial position of the Corporation as of the date thereof and all material financial transactions of the Corporation relating to its business have been accurately recorded in such books and records. (h) The corporate records and minutes of the Corporation contain complete and accurate minutes of all meetings of the directors and shareholders of the Corporation held since incorporation of the Corporation held since incorporation of the Corporation, all such meetings were duly called and held, the share certificate books, register o...
Representations and Warranties of the Vendor. The Vendor represents and warrants to the Purchaser that as of the date hereof and as of the Closing Date (except as otherwise indicated): (a) the Vendor is and shall be a corporation duly incorporated and validly existing under the laws of British Columbia and duly qualified to carry on business in British Columbia and has the corporate power and capacity to own its interest in its assets, and to enter into and to carry out the transactions contemplated in this Agreement; (b) the Vendor is and shall be in good standing with the Office of the Registrar of Companies for British Columbia, has and shall have made all necessary filings required by the Business Corporations Act (British Columbia) and has never been struck from the register of companies maintained by the Office of the Registrar of Companies for British Columbia; (c) the execution and delivery of this Agreement and the completion of the transactions contemplated in this Agreement will have been by the Closing Date duly authorized by all necessary corporate action on the part of the Vendor; (d) the Vendor is not a non‐resident of Canada within the meaning of the Income Tax Act (Canada); (e) the Vendor has no indebtedness or obligation to any person which might now or in future constitute a lien, charge or encumbrance on the Property, other than the Permitted Encumbrances; (f) no person has any agreement, or option or right to, or capable of becoming an agreement, option or right to, acquire any interest in the Property, other than any right set out in any Permitted Encumbrances and other than as provided in this Agreement; and (g) following satisfaction of the mutual condition set out in Section 8.3, as of the Closing Date the Vendor will have a good and marketable title to the Property free and clear of all security interests, liens, claims, mortgages, charges, encumbrances and legal notations other than the Permitted Encumbrances.
Representations and Warranties of the Vendor. As of the Closing, the Vendor represents and warrants to the Purchaser, and acknowledges that the Purchaser is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of the Purchaser, as follows:
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Representations and Warranties of the Vendor. The Vendor represents and warrants to and in favour of the Supatcha as follows and acknowledges that Supatcha is relying upon such representations and warranties in consummating the transactions contemplated by this Agreement: (a) This Agreement has been duly executed and delivered by the Vendor and constitutes a valid and binding obligation of the Vendor in accordance with its terms; (b) Schedules 1 and 2 hereto contain an accurate and complete description of the Property; (c) No person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from the Vendor of any interest in the Property; (d) The entering into, execution, delivery and performance by the Vendor of this Agreement will not violate or contravene or conflict with or result in a breach of or default or give rise to any right of termination, acceleration, cancellation or modification under any of the terms and conditions of any contract, agreement, commitment, arrangement or understanding pursuant to which the Vendor holds or has acquired its interest in the Property or any other contract, agreement, commitment, arrangement, understanding or restriction, written or oral, to which the Vendor is a party or by which it is bound; (e) To the best of the knowledge of the Vendor after due enquiry, there are no legal conflicts of any nature and no investigations or legal or administrative affairs pending against the Vendor in connection with the Property or for any other cause and there is no pending or threatened decree, decision, sentence, injunction, order or award of any court, arbitral tribunal or governmental authority or any action, procedure, arbitration, administrative or judicial investigation, actual or threatened, with respect to the Vendor or the Property; (f) The Vendor holds all right, title and interest in and to the Property, and the Property is free of any lien, claim, pledge, privilege, levy, lease, sublease or rights of any person and other than government royalties, government work requirements and other conditions imposed by a governmental authority;
Representations and Warranties of the Vendor. The Vendor represents and warrants the purchaser that: it is legally entitled to hold the property and the Property Rights. It is, and at the time of each transfer to the Purchaser of mineral claims comprised in the Property it will be, the recorded holder and beneficial owner of all of the mineral claims comprising the Property free and clear of all liens, charges and claims of other, except as noted on Schedule "A", and no taxes or rentals are due in respect of any thereof; The mineral claims comprised in the Property have been duly and validly located and recorded pursuant to the laws of the jurisdiction in which the property is situate and, except as specified in Schedule "A" and accepted by the Purchaser, are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof. There is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims comprising the Property, nor to the knowledge of the Vendor, is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and no person other than the Vendor, pursuant to provisions hereof, has any royalty or other interest whatsoever in production from any of the mineral claims comprising the Property other than as set out in Schedule "A" The representations and warranties contained in this Section are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representations or warranty, and the representations and warranties contained in this section shall survive the execution hereof.
Representations and Warranties of the Vendor. The Vendor represents and warrants to the Purchaser that: (a) the Vendor has the right to enter into this Agreement to sell and assign an undivided 100% interest in the Claims absolutely in accordance with the terms of this Agreement; (b) the Claims, to the best knowledge of the Vendor, have been properly recorded in compliance with the laws of the State of Wyoming and to the best knowledge of the Vendor there are no disputes over the title, staking or recording of such mineral claims; (c) the Claims, to the best knowledge of the Vendor, are in good standing and are free and clear of any liens or charges of any nature or kind whatsoever except for any royalties or reservations under applicable laws or regulations in favour of the governmental authority or authorities granting the mineral claims; and save and except as list on Schedule B attached hereto; (d) the Vendor has not done anything whereby the Claims may be in any way encumbered.
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