Representations and Warranties of Vendor Sample Clauses
The "Representations and Warranties of Vendor" clause sets out the specific statements and assurances the vendor makes regarding the condition, ownership, and legal compliance of the goods or services being provided. Typically, this clause covers aspects such as the vendor's authority to enter into the agreement, the absence of undisclosed liabilities, and the conformity of products to agreed specifications. Its core function is to allocate risk by holding the vendor accountable for the accuracy of these statements, thereby protecting the buyer from potential losses arising from misrepresentations or undisclosed issues.
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Representations and Warranties of Vendor. Vendor makes only the following representations to Purchaser, which representations shall not survive Closing:
(a) Receiver has been appointed by the Court as receiver of Quattro and such appointment is valid and subsisting as of the Effective Date and has remained valid and subsisting up to and including the Closing Date;
(b) subject to obtaining the Court Order, Vendor has the right to enter into this Agreement and to complete this Transaction; and
(c) this Agreement is, and all documents executed and delivered pursuant to this Agreement will be, legal, valid and binding obligations of Vendor enforceable against it in accordance with their terms.
Representations and Warranties of Vendor. Vendor hereby represents and warrants to Purchaser that:
Representations and Warranties of Vendor. Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:
Representations and Warranties of Vendor. Purchaser acknowledges that it is purchasing the Assets on an “as is, where is” basis, without representation and warranty and without reliance on any information provided to or on behalf of Purchaser by Vendor or any Third Party, except that and subject in all instances to the Permitted Encumbrances, Accepted Matters and Conditions or any matter disclosed in any of the schedules hereto, Vendor makes the following representations and warranties to Purchaser:
Representations and Warranties of Vendor. Vendor hereby makes the following representations and warranties, as of the date hereof, to and in favour of Purchaser, and acknowledges that Purchaser is relying upon such representations and warranties in connection with entering into this Agreement:
Representations and Warranties of Vendor. The Vendor represents and warrants, subject to Section 5.03 and 6.01, to the Purchaser as follows and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the entering into of this Agreement and the purchase by the Purchaser of the Transferred Assets:
Representations and Warranties of Vendor. Vendor hereby provides to Purchaser the disclosures set out on Schedule "F" relative to the Assets. Purchaser acknowledges that it is purchasing Vendor's interest in and to the Assets on an "as is, where is" basis, without representation and warranty and without reliance on any information provided to or on behalf of Purchaser by Vendor or any Third Party, whether verbal or in writing and whether contained herein including in a schedule attached hereto or otherwise, except that Vendor makes only the following representations and warranties to Purchaser, no claim in respect of which shall be made or be enforceable by Purchaser unless written notice of such claim, with reasonable particulars, is given by Purchaser to Vendor within a period of twelve (12) months from the Closing Time:
(a) Vendor is a general partnership and is duly organized, validly existing and is authorized to carry on business in the jurisdiction(s) in which the Assets are located, and the managing partner of Vendor is Devon Canada Corporation, a corporation duly incorporated, validly existing and is authorized to carry on business in the jurisdiction(s) in which the Assets are located. Vendor now has good right, full power and absolute authority to sell, assign, transfer, convey and set over the interest of Vendor in and to the Assets according to the true intent and meaning of this Agreement;
(b) the execution, delivery and performance of this Agreement has been duly and validly authorized by any and all requisite corporate, partnership, shareholders' and directors' actions and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, bylaw or other governing document to which Vendor is bound;
(c) the execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which Vendor is party or by which Vendor is bound, nor under any judgement, decree, order, statute, regulation, rule or license applicable to Vendor;
(d) this Agreement and any other agreements delivered in connection herewith constitute valid and binding obligations of Vendor enforceable against Vendor in accordance with their terms;
(e) except for consent required from the Crown in right of the Yukon Territory with regard to the transfer and assignment of all requisite approvals, licenses and permits pertaining to the Assets and the operatorship...
Representations and Warranties of Vendor. You represent and warrant to us that:
(a) you are registered and/or qualified in those jurisdictions where your business requires such registration and/or qualification; and
(b) to the best of your knowledge after due inquiry, your systems and protocols used to disseminate OSI Trading Data shall not constitute an infringement of any patent, copyright, trademark, trade secret or other proprietary right.
(c) you have, on a best efforts basis, ensured the overall security of your electronic communications, not limited to email, TCP/IP connections, FIX Protocol feed handlers, website and domain URL’s and any other externally accessible electronic communication networks. These representations and warranties shall be deemed to be made anew by you each time you use the Service.
Representations and Warranties of Vendor. Vendor represents and warrants to Purchaser as follows and acknowledges that Purchaser is relying on these representations and warranties in connection with its purchase of the Purchased Shares and the Purchased Units and that Purchaser would not purchase the Purchased Shares and the Purchased Units without these representations and warranties:
Representations and Warranties of Vendor. The Vendor represents and warrants to the Purchaser, 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, that effective as of the date of this Agreement and as of the Closing Date: