Contractual Representations Clause Samples

Contractual Representations. (a) The Contracts and the Licences and Permits are all in good standing and in full force and effect and the Vendor is not aware of any default by the Company or the other party to any of the Contracts or Licences and Permits. (b) The Company does not have any pension plan, profit sharing plan, bonus plan, group insurance, or similar plan, or material contract, agreement, undertaking, or arrangement, whether oral, written, or implied, with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, lawyers, or others, except as set out in Schedules 6, 7, 8, and 10. (c) The Company is not a party to any collective agreement with any labour union or other association of employees and no attempt has been made to organize or certify the employees of the Company as a bargaining unit. (d) The employees of the Company and their current remuneration and terms of employment are described in Schedule 8. (e) The directors and officers of the Company are set out in Schedule 9.

Contractual Representations. The Vendor represents and warrants that:

Contractual Representations. (a) The Contracts and the Licences and Permits are all in good standing and in full force and effect and none of the Acquired Companies or, to the knowledge of the Vendor or Wave Wireless, any other party thereto, are in default of any of their respective obligations thereunder. (b) None of the Acquired Companies have any pension plan, profit sharing plan, bonus plan, group insurance or similar plan, or material contract, agreement, undertaking or arrangement, whether oral, written or implied, with any employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, lawyers or others, except as set out in Schedules 6, 7, 8 and 10. (c) None of the Acquired Companies is a party to any collective agreement with any labour union or other association of employees and no attempt has been made to organize or certify the employees of any of the Acquired Companies as a bargaining unit. (d) The employees of the Acquired Companies remaining with the Acquired Companies after Closing and their current remuneration and terms of employment are described in Schedule 8. (e) The directors and officers of the Acquired Companies are set out in Schedule 9.

Contractual Representations. (a) The Contracts described in Schedule 5 and the Licences and Permits described in Schedule 6 are all in good standing and in full force and effect and the Vendors are not aware of any default by the Company or any other party to any such Contracts, Licenses and Permits. (b) The Company does not have any pension plan, profit sharing plan, bonus plan, group insurance or similar plan, or material contract, agreement, undertaking or arrangement, whether oral, written or implied, with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, lawyers or others, except as set out in Schedules 5. (c) The Company is not a party to any collective agreement with any labour union or other association of employees and no attempt has been made to organize or certify the employees of the Company as a bargaining unit. (d) The employees of the Company and their current remuneration are described in Schedule 7.

Contractual Representations. (a) The Contracts and the Licenses and Permits are all in good standing and in full force and effect and the Vendors are not aware of any default by the Company or the other party to any of the Contracts or Licenses and Permits. (b) The Company does not have any pension plan, profit sharing plan, bonus plan, group insurance or similar plan, or material contract, agreement, undertaking or arrangement, whether oral, written or implied, with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, lawyers or others, except as set out in Schedules 1, and 2. (c) The Company is not a party to any collective agreement with any labour union or other association of employees and no attempt has been made to organize or certify the employees of the Company as a bargaining unit. (d) The Company has no employees.

Contractual Representations. (a) The Letters of Intent are all in good standing and in full force and effect and the Vendors are not aware of any default by the Company or any other party to any of the Letters of Intent. (b) The Company is not party to any other material contract, agreement, undertaking or arrangement, whether oral or written or implied, other than the Letters of Intent.

Contractual Representations. The Consultant hereby waives any right to assert a claim based on any pre-contractual representations, negligent or otherwise, made by the Agency. The Consultant further acknowledges that he/she has obtained or has had an opportunity to obtain independent legal advice with respect to this Agreement.

Contractual Representations. (a) The Material Contracts are all in all material respects in good standing and in full force and effect and the Vendor is not aware of any material default by the Company or the other party to any such Material Contracts or any other agreement to which the Company is a party. (b) The Company does not have any pension plan, profit sharing plan, bonus plan, group insurance, deferred compensation plans, or similar plans or contracts or agreements, whether oral, written or implied, with employees, managers, accountants, suppliers, agents, distributors, officers, directors, lawyers, lessors, licensees or others. (c) There are no employees of the Company and have been no employees since the fiscal year ended November 30, 1993, and the Company has never been party to any collective agreement.

Contractual Representations. (a) To the Vendor’s actual knowledge and subject to the proviso that the Vendor has made no inquiry and has not conducted any searches to ascertain the following, the Vendor has not received written notice of any administrative or judicial judgment, order, decree or proceeding alleging a violation of Environmental Laws in respect of the Property. (b) The Company has no pension plan, profit sharing plan, bonus plan, group insurance, deferred compensation plans, or similar plans, contracts or agreements. (c) There are no employees of the Company and the Company has never been party to any collective agreement. (d) Other than the AMD Agreement there are no material contracts of the Company.