VENDOR'S REPRESENTATIONS Sample Clauses
The Vendor's Representations clause sets out the specific statements and assurances made by the vendor regarding the condition, ownership, and legal status of the goods or services being sold. Typically, this clause requires the vendor to confirm facts such as having clear title to the goods, compliance with applicable laws, and the absence of undisclosed liabilities or defects. Its core practical function is to provide the buyer with confidence in the transaction by holding the vendor accountable for the accuracy of key information, thereby allocating risk and reducing the likelihood of disputes over misrepresentation.
VENDOR'S REPRESENTATIONS. 1.1 Vendor represents and warrants to MAX that:
(a) it is the beneficial owner of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims;
(b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others;
(c) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein;
(d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this Agreement;
(e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada;
(f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement;
(g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof;
(h) Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subject; and
(j) no proceedings are pending for, and Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of Vendor in bankruptcy, or in any position similar to bankruptcy.
1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this A...
VENDOR'S REPRESENTATIONS. The Vendor's representations contained in this Agreement will be true.
VENDOR'S REPRESENTATIONS. The Vendor covenants, represents and warrants to and in favour of the Purchaser that:
VENDOR'S REPRESENTATIONS. The Vendor hereby represents to the Purchaser and acknowledges:
a. This Agreement has been validly executed and delivered by the Vendor and constitutes a valid and legally binding obligation of the Vendor, enforceable against it in accordance within its terms.
b. The Vendor is the sole registered and beneficial owner of the Property.
c. There are no agreements, options or other rights pursuant to which the Vendor is, or may become, obligated to sell the Property or interest therein to any person other than to the Purchaser.
d. To the best of the Vendor’s knowledge, there are no material contracts, agreements or unregistered easements, rights of way or other unregistered encumbrances affecting the Property or any part thereof which the Purchaser will be subject to or required to assume on Closing other than easements or agreements required in connection with Site Plan Approval (as defined in Section 27 below) and except as have been or will be disclosed to the Purchaser as part of the Due Diligence Deliveries (as defined in Section 28 below).
e. There are no leases, agreements to lease, license, rights of occupation, tenancy arrangements or other rights pursuant to which any person has a right to use, possess, or occupy the Property.
f. The Vendor has not received written notice of and is not aware of any litigation or proceeding outstanding that affects title to the Property.
g. True and complete copies of all known existing environmental assessments, audits, investigations, inspections, tests and reports, including any inspections, investigations and tests relating to the Lands in the possession or control of the Vendor, (the “Environmental Reports”) have been or will be delivered, to the best of its ability, to the Purchaser as part of the Due Diligence Deliveries.
h. Except as disclosed in the Environmental Reports provided to the Purchaser as part of the Due Diligence Deliveries, during the period of the Vendor’s ownership of the Property, the Vendor: (A) has not used or permitted the use of the Property to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, product or process hazardous substances; (B) has not caused or permitted the release or discharge of any hazardous substance on or in the vicinity of the Property; (C) has not undertaken any remediation or clean-up of any hazardous substance on or in the vicinity of the Property except as set out in the Environmental Reports.
i. The Vendor has not received any written...
VENDOR'S REPRESENTATIONS. If Vendor’s bid results in an award, ▇▇▇▇▇▇ agrees that it will not enter any agreement with a third party that may abridge any rights of the State under the Contract. If any Services, deliverables, functions, or responsibilities not specifically described in this solicitation are required for Vendor’s proper performance, provision and delivery of the Service and deliverables under a resulting Contract, or are an inherent part of or necessary sub-task included within such Service, they will be deemed to be implied by and included within the scope of the Contract to the same extent and in the same manner as if specifically described in the Contract. Unless otherwise expressly provided herein, Vendor will furnish all of its own necessary management, supervision, labor, facilities, furniture, computer and telecommunications equipment, software, supplies and materials necessary for the Vendor to provide and deliver the Services and/or other Deliverables.
VENDOR'S REPRESENTATIONS. The Company is issuing the Conversion Shares to Vendor in reliance upon the following representations made by Vendor:
(a) Vendor is acquiring the Conversion Shares for investment for his own account and not with the view to, or for resale in connection with, any distribution thereof. Vendor understands and acknowledges that the Conversion Shares have not been registered under the Act or any state securities laws, by reason of a specific exemption from the registration provisions of the Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent and other representations of Vendor as expressed herein. Vendor further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Conversion Shares.
(b) Vendor (i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of the Company; (ii) has received or has been provided access to all material information concerning an investment in the Company; and (iii) has been given the opportunity to obtain any additional information or documents from, and to ask questions and receive answers of, the officers, directors and representatives of the Company to the extent necessary to e▇▇▇▇▇▇▇ the merits and risks related to an investment in the Company represented by the Conversion Shares.
(c) As a result of Vendor’s study of the aforementioned information and Vendor’s prior overall experience in financial matters, and Vendor’s familiarity with the nature of businesses such as the Company, Vendor is properly able to evaluate the capital structure of the Company, the business of the Company, and the risks inherent therein.
(d) Vendor’s investment in the Company pursuant to this Agreement is consistent, in both nature and amount, with Vendor’s overall investment program and financial condition.
(e) Vendor’s financial condition is such that Vendor can afford to bear the economic risk of holding the Conversion Shares, and to suffer a complete loss of Vendor’s investment in the Company represented by the Conversion Shares.
(f) Vendor understands that no public market now exists for the Conversion Shares, and there may never be a public market for, the Company’s Common Stock, including the Conversion Shares.
(g) All action on the part of Vendor n...
VENDOR'S REPRESENTATIONS. The Vendor hereby represents and warrants to the Purchaser that:
(a) the Vendor is a corporation duly incorporated and validly subsisting under the laws of the jurisdiction of its incorporation or amalgamation, as the case may be;
(b) subject to the issuance of the Approval Order and the Vesting Order, the Vendor has the requisite power and authority to enter into this Agreement and to complete the transactions contemplated hereunder; and
(c) the Vendor is not a non-resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada).
VENDOR'S REPRESENTATIONS. Vendor represents, covenants and guarantees that: a) Vendor is licensed, qualified, and capable of furnishing the labor, materials, and expertise necessary to perform the Services in accordance with the terms and conditions set forth in this Agreement; b) there are no obligations, commitments, or impediments of any kind that will limit or prevent Vendor’s full performance under this Agreement; c) to the extent required by the standard of practice, Vendor has investigated and considered the scope of Services performed, has carefully considered how the Services should be performed, and understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement.
VENDOR'S REPRESENTATIONS. Purchaser acknowledges that it is purchasing Vendor's interest in and to the Assets on an "as is, where is" basis, without representation or warranty and without reliance on any information provided to or on behalf of Purchaser by Vendor, except for the following representations and warranties, which are made (unless otherwise indicated below in writing) as of the Effective Date and the Closing Date by the Vendor to the Purchaser:
VENDOR'S REPRESENTATIONS. The Vendor represents and warrants to the Purchaser and SMTC-US as follows:
(a) the Vendor legally and beneficially owns all of the Transferred Shares with a good and marketable title thereto free and clear of any liens, pledges, charges, mortgages, encumbrances and other security interests or claims of others;
(b) the Vendor has the power and capacity to execute and deliver this Agreement and to perform his obligations hereunder; and