REPRESENTATIONS, WARRANTIES OF THE PURCHASER Sample Clauses

REPRESENTATIONS, WARRANTIES OF THE PURCHASER. 5.1 The Purchaser represents and warrants to the Shareholder as follows and acknowledges that the Shareholder is relying upon these representations and warranties in connection with the entering into of this Agreement: (a) the Purchaser has been duly formed and is validly existing under the laws of the Province of British Columbia and has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement and the completion by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution and delivery by it of this Agreement or the completion by the Purchaser of the transactions contemplated hereby; and (c) this Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that court may exercise in the granting of equitable remedies such as specific performance and injunction.

REPRESENTATIONS, WARRANTIES OF THE PURCHASER. 9.1 The Purchaser represents and warrants to the Vendor that: (1) it has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder; and (2) it is not a non-Canadian for the purposes of the Prohibition on the Purchase of Residential Property by Non-Canadians Act (Canada), with the knowledge and expectation that the Vendor is placing complete reliance thereon and, but for such representation and warranty, the Vendor would not have entered into this Agreement.

REPRESENTATIONS, WARRANTIES OF THE PURCHASER. The Purchaser represents and warrants to Seller that: (a) the execution, delivery and performance of this Amendment has been duly authorised by the Purchaser and constitutes a legal, valid, binding and enforceable obligation of the Purchaser; and (b) the execution, delivery and performance of this Amendment by the Purchaser is not contrary to the provisions of the articles of association and/or other constitutional documents of the Purchaser and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Purchaser or any of its affiliates is a party or by which it or any of its affiliates is bound.

REPRESENTATIONS, WARRANTIES OF THE PURCHASER. 3.01 In order to induce the Seller to sell the Securities, the Purchaser represents and warrants to the Seller as follows on each of the Signing Date and payment dates:

REPRESENTATIONS, WARRANTIES OF THE PURCHASER. The Purchaser represents and warrants to the Receiver as follows, with the knowledge and expectation that the Receiver is placing complete reliance thereon and, but for such representations and warranties, the Receiver would not have entered into this Purchase Agreement: (1) the Purchaser is a corporation duly formed and validly subsisting under the laws of the Province of [INSERT]; (2) the Purchaser has all necessary corporate power and authority to enter into this Purchase Agreement and to carry out its obligations hereunder. Neither the execution of this Purchase Agreement nor the performance by the Purchaser of the Purchase Transaction will violate the Purchaser’s constating documents, any agreement to which the Purchaser is bound, any judgment or order of a court of competent jurisdiction or any Government Authority, or any Applicable Law. The execution and delivery of this Purchase Agreement and the consummation of the Purchase Transaction have been duly authorized by all necessary corporate action on the part of the Purchaser. This Purchase Agreement is a valid and binding obligation of the Purchaser enforceable in accordance with its terms; (3) the Purchaser is or will be a registrant under Part IX of the ETA on the Closing Date; and (4) the Purchaser has not committed an act of bankruptcy, is not insolvent, has not proposed a compromise or arrangement to its creditors generally, has not had any application for a bankruptcy order filed against it, has not taken any proceeding and no proceeding has been taken to have a receiver appointed over any of its assets, has not had an encumbrancer take possession of any of its property and has not had any execution or distress become enforceable or levied against any of its property.

REPRESENTATIONS, WARRANTIES OF THE PURCHASER. The Parent hereby represents and warrants to the Company and the Seller that the statements contained in this Section ‎5‎5 are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date, as though the Closing Date was substituted for the date set forth in the representations and warranties set forth in this Section ‎5‎5.

REPRESENTATIONS, WARRANTIES OF THE PURCHASER. The Purchaser represents and warrants to Seller that: (a) the execution, delivery and performance of this Agreement has been, and the Offer will be, duly authorised by the Purchaser and with respect to the Agreement, constitutes a legal, valid, binding and enforceable obligation of the Purchaser and, with respect to the Offer, will constitute a legal valid and binding and enforceable obligation of the Purchaser; (b) the execution, delivery and performance of this Agreement by the Purchaser is not, and the Offer will not be, contrary to the provisions of the articles of association and/or other constitutional documents of the Purchaser and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Purchaser or any of its affiliates is a party or by which it or any of its affiliates is bound; and

REPRESENTATIONS, WARRANTIES OF THE PURCHASER. The Purchaser hereby represents and warrants to the Sellers as follows:

REPRESENTATIONS, WARRANTIES OF THE PURCHASER. The Purchaser hereby represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in issuing and selling the Securities to the Purchaser, that: (a) the Purchaser is a corporation incorporated and existing under the laws of the State of Delaware, and has all necessary corporate power and authority to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; (c) the Purchaser is not a citizen or resident of Canada, or a corporation, partnership or other entity created in or organized under the laws of Canada or any province or territory thereof (collectively a "Canadian person") and is not purchasing the Securities for the account of any Canadian person; (d) the Purchaser is acquiring the Securities for the Purchaser's own account as principal, for investment and not for the benefit of any other person or with a view to resale or distribution of all or any part of the Securities except in accordance with and as provided for in this Agreement; (e) immediately prior to the purchase contemplated by this Agreement: (i) the Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the risks and merits of investment in the Securities; and (ii) the Purchaser is able to bear the economic risk of the investment and is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time; (f) the Purchaser has been informed by the Corporation as to the business activities of the Corporation and has been given the opportunity to review all documents the existence and contents of which were disclosed to the Purchaser and based on such disclosure the Purchaser believes it has reviewed all documents it believes are material to an investment in the Securities; (g) the Purchaser has had an opportunity to ask questions of, and receive answers from, appropriate representatives of the Corporation, including its offic...