REPRESENTATIONS OF THE VENDORS Clause Samples

REPRESENTATIONS OF THE VENDORS. 7.1 The Vendor represents and warrants to the Purchaser, with the intent that the Purchaser will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, that: (a) the Vendor is a corporation duly incorporated, validly existing, and in good standing under the laws of Canada and British Columbia, and has the power, authority, and capacity to carry on the Business as presently conducted and to enter into this Agreement and carry out its terms; (b) the execution and delivery of this Agreement and the completion of the transaction contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms; (c) neither the execution and delivery of this Agreement nor the performance of the Vendor's obligations hereunder will: (i) violate or constitute default under the constating documents, by-laws, or articles of the Vendor; and (ii) result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable, other than such as may become payable under the Social Services Tax Act of British Columbia, the Income Tax Act of Canada, the Excise Tax Act of Canada (“GST”) and provincial sales taxes; (a) the Vendor owns and possesses and has good and marketable title to the Purchased Assets, free and clear of all liens, charges, and encumbrances of every kind and nature whatsoever; (b) the Vendor is not a non-resident of Canada within the meaning of the Income Tax Act of Canada; and (c) the Vendor is a registrant for purposes of GST, whose registration number is 100 652 692. 7.2 The Purchaser acknowledges that except as expressly provided for herein the Vendor makes no representation or warranty as to the state of repair, condition, fitness for purpose, or quality of the Purchased Assets, and any such representation or warranty implied at law or by statute is hereby expressly waived by the Purchaser. It is understood that the Purchaser is purchasing the Purchased Assets on an "as is, where is" basis as at the Closing Date.
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REPRESENTATIONS OF THE VENDORS. 5.01 The Vendors and the Business hereby represent and warrant jointly and severally to the Purchaser as follows: a) The Business is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and it and the Vendors have the authority to execute this letter agreement and to be bound by the terms and conditions hereof and to enter into and be bound by the Definitive Agreement. The minute books of the Business are accurate and complete and contain true, correct and complete copies of the articles, bylaws, minutes of board and shareholder meetings and every written resolution of the Business. b) The Vendors will obtain prior to the Closing Date, all necessary actions required for the execution of this letter agreement. c) Prior to the Closing Date and the execution of the Definitive Agreement, the Vendors and the Business will not enter into any material contract or agreement with any other person or entity that may affect the Business or the terms or materiality of this letter agreement without the express written consent of the Purchaser, except that the Vendors will cause the Business to transfer its Hipposoft Apps division to the Vendors prior to the Closing Date. d) The Business has good and marketable title to all assets, properties, technology, subsidiaries, intellectual property, contracts and business arrangements, including but not limited to, the assets set forth on Schedule “A” hereto, its financial statements and other documents provided to or to be provided to the Purchaser and there are no liens, mortgages or encumbrances against said assets or other debts and liabilities in connection therewith. The Business owns all intellectual property rights in and to the assets set forth on Schedule “A” and such assets do not infringe the intellectual property rights of any other party. e) The Vendors are the sole shareholders of record and sole beneficial owners of the Business and no person, firm or corporation other than the Purchaser has any agreement or right capable of becoming an agreement for the acquisition of an interest in the Business, and to the Vendors’ knowledge there is no basis for and there are no actions, suits, judgements, investigations or proceedings outstanding or pending or threatened, or charges, liens, encumbrances or obligations which might affect the Business or the Vendors’ interests in the Business. f) All representations made in the Business’s business plan or other written ...
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REPRESENTATIONS OF THE VENDORS. Each of the Vendors represent and warrant to Hola that:
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REPRESENTATIONS OF THE VENDORS. The Company and ▇▇▇▇▇▇▇ each represents and warrants to DSET that:
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REPRESENTATIONS OF THE VENDORS. The Vendors hereby separately represent and warrant to the Purchaser and JAWS, except as set forth in Schedule C, in respect of their Vendors's Rights that:
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REPRESENTATIONS OF THE VENDORS. Each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, Soon Chong and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ do hereby separately represent and warrant to the Purchaser and JAWS, in respect of their Vendors's Rights that:
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REPRESENTATIONS OF THE VENDORS. The Vendors hereby separately represent and warrant to the Purchaser, in respect of their Vendors's Rights that:
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REPRESENTATIONS OF THE VENDORS. Each of the Vendors represent and warrant to Tamm that:
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Related to REPRESENTATIONS OF THE VENDORS

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of the Purchasers Each Purchaser represents as follows:

  • Representations of the Purchaser The Purchaser represents and warrants as follows:

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following: Any recorded Notice of Default affecting the Property; Any delinquent amounts due under any loan secured by the Owner or other obligations affecting the Property; Any bankruptcy, insolvency, or similar proceeding affecting the Property; Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and Any current, pending, or proposed special assessments affecting the Property. The Owner shall promptly notify the Agent in writing if the Owner becomes aware of any of the aforementioned items in this Section during the Term of this Agreement.