Common use of Representations of the Vendor Clause in Contracts

Representations of the Vendor. The Vendor hereby represents and warrants to Tarion and the Escrow Agent that, as of the date hereof: a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the corporate power and capacity to own its properties and assets and to carry on its business; b) it has the power and capacity to enter into this Agreement and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it; c) it has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement; d) the execution and delivery of this Agreement and the performance by it of its obligations hereunder (i) do not and will not contravene, breach or result in any default under any of its constating documents or under any mortgage, lease, agreement or other legally binding instrument, licence, permit or laws to which it is a party or by which it or any of its properties or assets may be bound; and (ii) will not oblige it to grant any lien or security interest in respect of the Collateral to any person; e) this Agreement constitutes, or upon execution and delivery will constitute, a valid and binding obligation of it, enforceable against it in accordance with its terms, subject only to bankruptcy and insolvency laws affecting the enforcement of creditors’ rights generally and the availability, in the discretion of a court of competent jurisdiction, of equitable remedies; f) it has obtained or made formal application to Tarion to obtain confirmation of qualification for enrolment of the homes (as defined in the ONHWP Act) in the Freehold Project under the ONHWP Act; g) no creditor of the Vendor has (or will have) any security interest or other claim in the Collateral ranking prior to the interests of Tarion created by virtue of this Agreement, and the Vendor covenants to obtain and deliver to Tarion, upon Tarion’s request, all such acknowledgements or postponements, in form and substance satisfactory to Tarion, from any or all creditors of the Vendor evidencing that any security interests or other claims of such creditors do not attach to the Collateral, or such security interest(s) rank behind the interests of Tarion in and to the Collateral; and h) the Vendor has (or will have) rights in and to the Collateral, prior to the delivery thereof by the Vendor to the Escrow Agent.

Representations of the Vendor. The Vendor hereby represents and warrants to the Trustee and to Tarion and the Escrow Agent that, as of the date hereof: a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the corporate power and capacity to own its properties and assets and to carry on its business; b) it has the power and capacity to enter into this Agreement and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it; c) it has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement; d) the execution and delivery of this Agreement and the performance by it of its obligations hereunder (i) do not and will not contravene, breach or result in any default under any of its constating documents or under any mortgage, lease, agreement or other legally binding instrument, licence, permit or laws to which it is a party or by which it or any of its properties or assets may be bound; and (ii) will not oblige it to grant any lien or security interest in respect of the Collateral Funds to any person; e) this Agreement constitutes, or upon execution and delivery will constitute, a valid and binding obligation of it, enforceable against it in accordance with its terms, subject only to bankruptcy and insolvency laws affecting the enforcement of creditors’ rights generally and the availability, in the discretion of a court of competent jurisdiction, of equitable remedies; f) it is (or has obtained or made formal application to Tarion to obtain confirmation of qualification for enrolment of the homes (as defined in the ONHWP Actbecome) in the Freehold Project a registered vendor and/or builder under the ONHWP Act, in respect of the RCCP; g) no creditor of the Vendor has (or will have) any security interest or other claim in the Collateral Funds ranking prior to the interests of Tarion the Beneficiaries created by virtue of this Agreement, and the Vendor covenants to obtain and deliver to Tarion, the Trustee upon Tarionthe Trustee’s request, all such acknowledgements or postponements, in form and substance satisfactory to Tarion, from any or all creditors of the Vendor evidencing that any security interests or other claims of such creditors do not attach to the CollateralFund, or such security interest(s) rank behind the interests of Tarion the Trustee and Beneficiaries in and to the CollateralFunds; and h) the Vendor has (or will have) all necessary and unencumbered rights in and to the CollateralFund, prior to the delivery thereof by the Vendor to the Escrow AgentTrustee.

Representations of the Vendor. The Vendor hereby represents and warrants to Tarion and the Escrow Agent that, as of the date hereof: a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the corporate power and capacity to own its properties and assets and to carry on its business; b) it has the power and capacity to enter into this Agreement and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it; c) it has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement; d) the execution and delivery of this Agreement and the performance by it of its obligations hereunder (i) do not and will not contravene, breach or result in any default under any of its constating documents or under any mortgage, lease, agreement or other legally binding instrument, licence, permit or laws to which it is a party or by which it or any of its properties or assets may be bound; and (ii) will not oblige it to grant any lien or security interest in respect of the Collateral Deposit Funds to any person; e) this Agreement constitutes, or upon execution and delivery will constitute, a valid and binding obligation of it, enforceable against it in accordance with its terms, subject only to bankruptcy and insolvency laws affecting the enforcement of creditors’ rights generally and the availability, in the discretion of a court of competent jurisdiction, of equitable remedies;; and f) it has obtained or made formal application to Tarion to obtain confirmation of qualification for enrolment of the homes (as defined in the ONHWP Act) in the Freehold Project under the ONHWP Act; g) no creditor of the Vendor has (or will have) any security interest or other claim in the Collateral ranking prior to the interests of Tarion created by virtue of this Agreement, and the Vendor covenants to obtain and deliver to Tarion, upon Tarion’s request, all such acknowledgements or postponements, in form and substance satisfactory to Tarion, from any or all creditors of the Vendor evidencing that any security interests or other claims of such creditors do not attach to the Collateral, or such security interest(s) rank behind the interests of Tarion in and to the Collateral; and h) the Vendor has (or will have) rights in and to the Collateral, prior to the delivery thereof by the Vendor to the Escrow Agent.

Representations of the Vendor. The Vendor hereby represents and warrants to Tarion and the Escrow Agent that, as of the date hereof: a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the corporate power and capacity to own its properties and assets and to carry on its business; b) it has the power and capacity to enter into this Agreement and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it; c) it has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement; d) the execution and delivery of this Agreement and the performance by it of its obligations hereunder (i) do not and will not contravene, breach or result in any default under any of its constating documents or under any mortgage, lease, agreement or other legally binding instrument, licence, permit or laws to which it is a party or by which it or any of its properties or assets may be bound; and (ii) will not oblige it to grant any lien or security interest in respect of the Collateral to any person; e) this Agreement constitutes, or upon execution and delivery will constitute, a valid and binding obligation of it, enforceable against it in accordance with its terms, subject only to bankruptcy and insolvency laws affecting the enforcement of creditors’ rights generally and the availability, in the discretion of a court of competent jurisdiction, of equitable remedies; f) it has obtained or made formal application to Tarion to obtain confirmation of qualification for enrolment of the homes (as defined in the ONHWP Act) in the Freehold Project under the ONHWP Act; g) no creditor of the Vendor has (or will have) any security interest or other claim in the Collateral ranking prior to the interests of Tarion created by virtue of this Agreement, and the Vendor covenants to obtain and deliver to Tarion, upon Tarion▇▇▇▇▇▇’s request, all such acknowledgements or postponements, in form and substance satisfactory to Tarion, from any or all creditors of the Vendor evidencing that any security interests or other claims of such creditors do not attach to the Collateral, or such security interest(s) rank behind the interests of Tarion in and to the Collateral; and h) the Vendor has (or will have) rights in and to the Collateral, prior to the delivery thereof by the Vendor to the Escrow Agent.