Representation and Warranties of the Optionors Sample Clauses

The 'Representation and Warranties of the Optionors' clause sets out the specific statements and assurances that the optionors (the parties granting an option) make regarding their authority, ownership, and the condition of the assets or rights being offered. Typically, this clause requires the optionors to confirm that they have the legal right to grant the option, that the assets are free from undisclosed encumbrances, and that all necessary consents have been obtained. Its core function is to provide the optionee with confidence and legal recourse by ensuring that the optionors are truthful and transparent about key facts, thereby reducing the risk of disputes or hidden liabilities.
Representation and Warranties of the Optionors. The Optionors hereby jointly and severally represent and warrant as follows and acknowledge that the Optionees are relying on such representations and warranties in entering into this Agreement and acknowledges and agrees that such representations and warranties shall be true and correct as of the Effective Date with the same force and effect as if made on and as of such date:
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Representation and Warranties of the Optionors. 6.01 The Optionors hereby represent and warrant to the Optionee that: (a) the Optionors have the full right title and interest in and to the Property free and clear of all liens charges and encumbrances and interests of other parties; (b) there is no litigation or administrative or governmental proceedings or enquiries pending or to the knowledge of the Optionors, threatened, relating to the Optionors, the Optionors= business or the Property, nor do the Optionors know of or have any reasonable grounds for believing that there is any basis for any such actions, proceedings or enquiries: (c) no proceedings are pending for and the Optionors are unaware of any basis for the institution of any proceedings which could lead to the placing of the Optionors in bankruptcy or subject the Optionors to any other laws governing the affairs of insolvent persons and; (d) The entry into this Option Agreement by the Optionors will not cause or constitute a breach of any other agreement to which the Optionors are a party or may be bound, and will not constitute a violation of any order, rule or regulation which has or may have an affect on the Optionors. 6.02 The representations and warranties hereinbefore set out are conditions upon which the Optionee has relied in entering into this Option Agreement and shall survive the exercise of the Option and the Optionors will indemnify and save the Optionee harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty made by it and contained in this Option Agreement.
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Related to Representation and Warranties of the Optionors

  • REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE The Optionee represents and warrants to the Optionor that:

  • 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 SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON REGISTRATION EXEMPTIONS AVAILABLE THEREUNDER; THEREFORE, THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS OR UNLESS A RESALE EXEMPTION UNDER SUCH LAWS EXISTS. The Purchaser understands that the Securities have not been registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the securities may, under certain circumstances, be inconsistent with this exemption and may make the Purchaser an “underwriter” within the meaning of the Securities Act. The Purchaser acknowledges that the securities must be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under the Securities Act or an exemption from such registration is available.

  • Representations and Warranties of the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS CONFIRMING PARTY A. The Vendors / Confirming Party have absolute, clear and marketable title with respect to the said land, the Vendors / Confirming Party have requisite rights to carry out development upon the said land and absolute, actual, physical and legal possession of the said land for the project; B. The Vendors / Confirming Party have lawful rights and requisite approvals from the competent authorities to carry out development of the Project; C. There are no encumbrances upon the said land or the Project. In case of any encumbrance, the Vendors / Confirming Party shall intimate the same to the Purchaser/s; D. There are no suit/s, case/s or any other form of litigation/s pending before any Court of Law with respect to the said land or the Project; E. All approvals, licenses and permits issued by the competent authorities with respect to the project and the said land are valid and subsisting and have been obtained by following due process of law. Further, the Vendors / Confirming Party have been and shall, at all times, remain to be in compliance with all applicable laws in relation to the project, said land, Building and Apartments and common areas; F. The Vendors / Confirming Party have the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Purchaser/s intended to be created herein, may prejudicially be affected; G. The Vendors / Confirming Party have not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the said land including the Project and the Schedule-A property which will, in any manner, affect the rights of Purchaser/s under this Agreement; H. The Vendors / Confirming Party confirm that the Vendors / Confirming Party are not restricted in any manner whatsoever from selling the Schedule-A property to the Purchaser/s in the manner contemplated in this Agreement; I. At the time of execution of the Sale Deed the Vendors / Confirming Party shall handover lawful, vacant, peaceful, physical possession of the Schedule-A property to the Purchaser/s;

  • REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS Unless specifically indicated otherwise, the Warrantors hereby jointly and severally represent and warrant to the Investor that the statements in this Section 3, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Schedule C (the contents of which shall also be deemed to be representations and warranties hereunder), are all true, correct and complete as of the date hereof and the date of the Closing. For purposes of this Section 3, any reference to a party’s “knowledge” means such party’s best knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.