REPRESENTATIONS AND WARRANTIES OF THE VENDORS. The Vendors hereby represent and warrant to the Allottee as follows:
(i) The Owners have marketable title with respect to the said Land. The devolution of title of the Owners in respect of the said Land is mentioned in Schedule-I hereto. The Owners have absolute, actual, physical and legal possession of the said Land for the Project;
(ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project;
(iii) There are no encumbrances upon the said Land or the Project created by the Vendors save and except mortgage of the said Land for obtaining loan for the Project as mentioned in Clause 18;
(iv) There are no litigations pending before any Court of law or Authority with respect to the said Land, Project or the said Apartment;
(v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Vendors have been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, the said Land, the Building and the said Apartment and Common Areas;
(vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected;
(vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement;
(viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement;
(ix) At the time of execution of the conveyance deed the Promoter/Owners shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee and the Common Areas to the association of Allottees;
(x) The said Apartment is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the said Apartment;
(xi) The Vendors have duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, what...
REPRESENTATIONS AND WARRANTIES OF THE VENDORS. The Vendors jointly and severally represent and warrant to the Purchaser as follows and acknowledge that the Purchaser is relying on such representations and warranties in connection with its purchase of the Purchased Shares:
REPRESENTATIONS AND WARRANTIES OF THE VENDORS. Each Vendor severally, and not jointly, represents, warrants and covenants to the Purchaser as follows and acknowledges that the Purchaser is relying on the following representations, warranties and covenants in entering into this Agreement and completing the transactions contemplated by it:
REPRESENTATIONS AND WARRANTIES OF THE VENDORS. The Vendors represent and warrant, jointly and severally, to Worldwide, as continuing representations and warranties which are true and correct on the date hereto or, if any such representation and warranty is expressed to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on the earlier of such date or the Closing Date (as defined herein), and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date with the same effect as if made and given on and as of each such day, that:
(a) each Vendor is the sole beneficial owner of the membership interest in the capital of the Company as a percentage of the total membership interest of the Company as is hereinafter set opposite each Vendor's name (collectively the "Vendors' Interests"): Name of Vendor % of Total Membership Interest of the Company Xxxxxxxx Xxxxxx 50.00% Xxxxx Xxxxxxxxx 50.00%
(b) the Vendors' Interests are free and clear of any actual, pending, or threatened hold periods, liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions of any nature whatsoever, except as expressly provided for or disclosed herein;
(c) the Vendors' Interests represent 100% of the Company's issued and outstanding membership interests;
(d) no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of the Vendors' Interests;
(e) each Vendor has the full and absolute right, power and authority to enter into this Agreement on the terms and subject to the conditions herein set forth, to carry out the transactions contemplated hereby and to transfer to Worldwide on the Closing Date, legal and beneficial title and ownership of his portion of the Vendors' Interests; and
(f) each of the Vendors has duly and validly authorized, executed and delivered this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE VENDORS. As a material inducement to the Purchaser entering into this Agreement and completing the transactions contemplated by this Agreement and acknowledging that the Purchaser is entering into this Agreement in reliance upon the representations and warranties of the Vendors set out in this Section 4.2, the Vendors represent and warrant to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE VENDORS. 3.1 Representations and Warranties of the Vendors
REPRESENTATIONS AND WARRANTIES OF THE VENDORS. Each Vendor represents and warrants to the Purchaser, jointly and severally, as representations and warranties that are true at the date hereof, and acknowledges that the Purchaser is relying on each of the following representations and warranties in entering into this Agreement that:
(a) Authority - the execution and delivery of this Agreement has been duly and validly authorized by all necessary action on the part of the Vendor and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to the availability of equitable remedies;
REPRESENTATIONS AND WARRANTIES OF THE VENDORS. 4.1 The Non-Management Vendors severally, in proportion to their respective ownership of Xxxxxx Shares, hereby represent and warrant to and in favor of the Purchaser that, as of the date hereof and as at the Closing Date:
(a) the number of Xxxxxx Shares listed opposite each Non-Management Vendor's name below will be issued and outstanding and owned by that Non-Management Vendors Name Xxxxxx Shares Jasmine Pacific Holdings Ltd. 3,700,000 581115 BC Ltd. 1,500,000 581116 B.C Ltd. 1,000,000 581284 B.C Ltd. 1,300,000 581287 B.C Ltd. 1,200,000 Xxxx Xxx 450,000 South Rim Financial Corporation 500,000 TOTAL: 9,650,000
(b) the Xxxxxx Shares will be validly and issued and outstanding as fully paid and non-assessable with no options, contracts, calls, commitments or rights of any character relating thereto;
(c) each of the Non-Management Vendors will have the full capacity and authority to sell their Xxxxxx Shares in accordance with the terms of this Agreement and all necessary corporate action, as the case may be, will have been taken;
(d) this agreement and all other documents executed and delivered by the Non-Management Vendors pursuant hereto constitute legal, valid and binding obligations of the Non-Management Vendors enforceable in accordance with its terms;
(e) each of the Non-Management Vendors will have legal and beneficial title to their Xxxxxx Shares, which will be free and clear of all liens , encumbrances, adverse claims and demands created by, through, or under any of them;
(f) the Non-Management Vendors are not a party to any actions, suits or other legal, administrative or arbitration proceedings or government investigations which might reasonably be expected to result in impairment or loss of the Non-Management Vendors' interests in the Xxxxxx Shares;
(g) the entering into of this Agreement by the Non-Management Vendors and the completion of sale by the Non-Management Vendors of the Xxxxxx Shares pursuant hereto will not result in the violation of any law of Canada or in any province thereof;
(h) the entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of the constating documents of any of the Non-Management Vendors, as the case may be, or of the terms and provisions of any contract, indenture, lease or other agreement to which the respective Non-Management Vendors as a party, the breach of which could have a material adverse effect on the Xxxxxx Shares;
(i) the c...
REPRESENTATIONS AND WARRANTIES OF THE VENDORS. The Vendors jointly and severally represent and warrant to the Purchaser the following, and acknowledge that the Purchaser is entitled to rely on such representations and warranties notwithstanding any due diligence investigation done by the Purchaser prior to the closing:
3.1.1 the Corporation is a corporation duly incorporated, organized and subsisting under the laws of British Columbia as a private issuer as that term is defined in the Securities Act (British Columbia) with the corporate power to own its assets and to carry on the Business and has made all necessary filings under all applicable corporate, securities and taxation Laws or any other Laws to which the Corporation is subject and is qualified to own its properties and assets and to carry on the Business as presently carried on by it;
3.1.2 Schedule 2.1.1 sets out (i) the authorized capital of the Corporation and (ii) the number of Shares of the Corporation which are issued and outstanding, which shares have been validly issued as fully paid and non-assessable and registered in the names of the Vendors as set forth on Schedule 2.1.1;
3.1.3 the rights, privileges, restrictions and conditions attached to the Shares are as set out in Schedule 3.1.3 attached hereto;
3.1.4 the Purchased Shares constitute all of the issued and outstanding Shares in the capital stock of the Corporation;
3.1.5 each of the Vendors is the beneficial and registered owner of the number of Purchased Shares set opposite the name of such Vendor on Schedule 2.1.1, free and clear of all Liens, options and any other rights of others;
3.1.6 there is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon:
(i) any of the Vendors to sell, transfer, assign, or grant any Lien on or affecting, or in any other way dispose of or encumber any of the Purchased Shares other than pursuant to the provisions of this Agreement or any of its assets other than in the ordinary course of business, or
(ii) the Corporation to allot or issue any of the unissued shares or securities of the Corporation or to create any additional class of shares or securities;
3.1.7 except as disclosed on Schedule 3.1.7, neither the entering into nor the delivery of this Agreement and the Ancillary Agreements nor the completion of the transactions contemplated hereby by each of the Vendors will result in the violation of or require the Consent of any third party pursuant to:
(i) any of the provisions of...
REPRESENTATIONS AND WARRANTIES OF THE VENDORS. Each Vendor represents and warrants on its own behalf to the Purchaser as follows and acknowledges that the Purchaser is relying on the following representations and warranties in connection with the Transaction notwithstanding any independent searches or investigations that may be undertaken by or on behalf of the Purchaser and that no information which is now known or should be known or which may hereafter become known to the Purchaser, its employees, representatives, consultants or agents, will limit or extinguish such rights of reliance of the Purchaser:
