REPRESENTATIONS AND WARRANTIES OF THE VENDORS Sample Clauses

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 4.3 but subject to section 4.4(9) hereof, the Vendors severally represent and warrant to the Purchaser as follows

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. Section 3.1 Representations and Warranties of the Vendors. 11

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 VENDORS. Each Vendor represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on these representations and warranties in entering into this Agreement and performing its obligations hereunder: (a) Capacity and Authority- Each Vendor has full power, right and authority to own the Shares and to enter into this Agreement and to perform their respective obligations under it.

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. The Vendors hereby represent and warrant, as of the date hereof and as of the Closing Date, that: (a) the Vendors have full right and authority to enter into this Agreement on the terms and conditions herein set forth and to sell and transfer the legal and beneficial title and ownership of the Shares and the Company and its directors and shareholders have taken all necessary or desirable actions and proceedings to approve and authorize, validly and effectively, the entering into and the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and this Agreement is a legal, valid and binding obligation of the Vendors, enforceable against each of them in accordance with its terms; (b) each of the Vendors is not a non-resident of Canada within the meaning of the Income Tax Act (Canada); (c) the execution, delivery and performance of this Agreement and the completion of the transactions contemplated hereby will: (i) not constitute a breach by the Vendors of any statute, bylaw or regulation or of the Company's memorandum or articles of association; (ii) not result in a breach of any terms or provisions, or constitute a default under any agreement, indenture, mortgage, instrument, court order, judgment or decree to which the Vendors or the Company is a party or by which the Vendors or the Company is bound; and (iii) not result in the creation of any lien, encumbrance or other charge on the Shares; (d) no person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of the Shares or any other shares in the capital of the Company or any right capable of becoming an agreement for the purchase, subscription or issuance of any of the unissued shares in the capital of the Company, or for the acquisition from the Company of any of its undertaking, property or assets; (e) the authorized capital of the Company consists of One Thousand Two Hundred (1,200) Shares without par value divided into 100 Class "A" shares, 100 Class "B" shares and 1,000 Class "C" shares, of which 75 Class "B" Shares (the "Shares") are issued and outstanding; (f) the Shares are duly authorized, validly issued and outstanding as fully paid and non-assessable shares and constitute 100% of all of the issued and outstanding shares in the capital of the Company; (g) the Vendors are the registered and beneficial owner of the Shares have good and marketable title to the Shares and the Shares are free and clear of...

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 a true and complete copy of the Memorandum and Articles of the Corporation, including the rights, privileges, restrictions and conditions attached to the Shares are attached hereto as Schedule 3.1.3; 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 requi...

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. 3.1 In order to induce the Purchaser to enter into and to consummate the transactions contemplated by this Agreement, ▇▇▇▇ represents and warrants to the Purchaser as follows: (a) Metasun Software is duly incorporated, validly existing, and in good standing with respect to the filing of annual reports under the Company Act, and has all necessary corporate power, authority and capacity to own its Assets and to carry on its business as presently conducted; (b) ▇▇▇▇ owns and has good and marketable title to all the Metasun Shares as the legal and beneficial owner thereof, free of all Encumbrances and all such shares have been duly and validly issued and are outstanding as fully paid and non-assessable shares in the capital of Metasun Software; (c) The Metasun Shares represent all of the issued and outstanding shares in the capital of Metasun Software and no Person has any agreement, right or option, present or future, contingent, absolute or capable of becoming an agreement, right or option or which with the passage of time or the occurrence of any event could become an agreement, right or option: (i) to require Metasun Software to issue any further or other shares in its capital or any other security convertible or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in the capital of Metasun Software; (ii) for the issue or allotment of any unissued shares in Metasun Software's capital; or (iii) to acquire the issued and outstanding shares in Metasun Software or any of them; (d) ▇▇▇▇ has due and sufficient right and authority to enter into this Agreement on the terms and conditions set forth and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser; (e) ▇▇▇▇ is not a "non-resident" of Canada within the meaning of s. 116 of the Income Tax Act; and (f) This Agreement constitutes a valid and binding obligation of ▇▇▇▇. ▇▇▇▇ is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by, or under which any default would occur as a result of, the execution and delivery by ▇▇▇▇ of this Agreement or the performance by ▇▇▇▇ of any of the terms hereof. (g) Metasun Software has good and marketable title to all of its Assets free and clear of all Encumbrances and none of Metasun Software's Assets are in the possession of or under the control of any other...

REPRESENTATIONS AND WARRANTIES OF THE VENDORS. The Vendors represent and warrant as follows to the Purchaser and acknowledge that the Purchaser is relying upon such representations and warranties in connection with its purchase of the Purchased Assets: