REPRESENTATIONS AND WARRANTIES OF VENDORS Clause Samples
The "Representations and Warranties of Vendors" clause sets out the specific statements and assurances that the vendors make to the buyer regarding the condition, ownership, and legal status of the assets or business being sold. Typically, this clause covers matters such as the vendor's authority to enter into the agreement, the absence of undisclosed liabilities, compliance with laws, and the accuracy of financial statements. By requiring vendors to make these representations and warranties, the clause provides the buyer with a basis for due diligence and legal recourse if any of the statements prove to be false, thereby allocating risk and ensuring transparency in the transaction.
REPRESENTATIONS AND WARRANTIES OF VENDORS. To induce Purchaser to enter into this Agreement and to perform its obligations hereunder, and with full knowledge that Purchaser will rely thereon, the Vendors hereby represent and warrant, jointly and severally, to the Purchaser the truth, accuracy and completeness of the following:
(a) Enforceability of Obligations - This Agreement and each of the other agreements referenced herein to which one or more Vendors is a party have been duly executed and delivered by each of such Vendors, and each of the Agreement and such other agreements constitutes a valid and binding obligation of each of the Vendors enforceable against each of them in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF VENDORS. In order to induce Phoenix to enter into this Agreement and to purchase the Shares hereunder, the Vendors hereby make the following representations and warranties to Phoenix. The Vendors' liability for the following representations and warranties shall be joint, and not solidary i.e. pro rata to the number of Phoenix Shares received by each Vendor according to Section 2.2, except in the event of fraud with respect thereto.
REPRESENTATIONS AND WARRANTIES OF VENDORS. The Vendors hereby represent and warrant, jointly and severally, as follows to the Purchaser and acknowledge and confirm that the Purchaser is relying upon such representations and warranties in connection with the purchase by the Purchaser of the Purchased Shares:
REPRESENTATIONS AND WARRANTIES OF VENDORS. Except as set forth in the correspondingly numbered section of the Vendor Disclosure Schedules, each Vendor represents and warrants that, solely with respect to such Vendor, the statements contained in this Article IV are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF VENDORS. 2.1 Each of the Vendors acknowledges, warrants and represents, subject to the ongoing restructuring proceedings involving the Vendors under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA Proceedings”):
(a) it validly exists as a corporation in good standing under the laws of the state or province of its organization and is, under the laws in effect in the jurisdiction in which the Property is located, legally or beneficially entitled to hold the Property and all concessions comprised therein; and it has full power, absolute authority and capacity to enter into this Agreement and to carry out the transactions contemplated hereby, and it has the sole right to convey the Property (save and except for the Excluded Properties) to the Purchaser, all subject to the issuance of the Court Order (as defined herein);
(b) to the best of the Vendors’ knowledge, there is no adverse claim or challenge against or to the Vendors’ ownership of or title to the Property, or any portion thereof, nor is there any basis therefore, and other than the Letter Agreement, there are no outstanding agreements or options to acquire or purchase the Property, or any portion thereof or interest therein, and no person has any royalty or interest whatsoever in production or profits from the Property or any portion thereof; and
(c) payment of the Consideration by Golden River to the Vendors shall represent full and final satisfaction of the obligations of the Purchaser and Golden River to the Vendors and on receipt of the Consideration the Vendors shall be deemed to have released the Purchaser and Golden River and their directors and officers from any claims, actions or demands which the Vendors may otherwise have had with respect to their dealings with the Purchaser and/or Golden River in relation to the Property.
2.2 The representations and warranties contained in section 2.1 are provided for the exclusive benefit of the Purchaser and a misrepresentation or breach of warranty may be waived by the Purchaser in whole or in part at any time without prejudice to their rights in respect of any other misrepresentation or breach of the same or any other representation or warranty, and the representations and warranties shall survive the execution hereof.
2.3 The representations, warranties and covenants of section 2.1 are true and correct as of the date hereof, will remain true and correct throughout the term of this Agreement, and will be true and correct as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF VENDORS. 3.1 Individual Representations and Warranties of Vendors..............8 3.2 Representations and Warranties of Vendors.........................9 3.3 Representations and Warranties of Holdco Vendors.................19
REPRESENTATIONS AND WARRANTIES OF VENDORS. 22 4.1 Organization, Qualification, and Corporate Power............22 4.2 Authorization...............................................23 4.3
REPRESENTATIONS AND WARRANTIES OF VENDORS. Vendors make the following representations and warranties to Purchasers with respect to themselves:
REPRESENTATIONS AND WARRANTIES OF VENDORS. Vendors represent and warrant to Purchaser that the statements contained in this ARTICLE IV are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF VENDORS. For the purposes of this Section 3, "Significant Investments" shall not include Verum Til Occam. In order to induce Phoenix to enter into this Agreement and to purchase the Shares and the Debentures hereunder, the Vendors hereby make the following representations and warranties to Phoenix. The Vendors' liability for the following representations and warranties shall be joint, and not solidary, except in the event of fraud with respect thereto.