Vendor’s Representations and Warranties Sample Clauses

Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that, as at the date of this Agreement and as at the date of the closing of the purchase of the Property: (a) the Vendor is the sole recorded and beneficial owner of an undivided 100% interest in and to the Property; (b) the Property is accurately described in Schedule “A” hereto; (c) the claims comprising the Property were properly staked, recorded and filed, as the case may be, with appropriate governmental agencies and (i) the Property is in good standing under the laws of the Province of British Columbia; (ii) all assessment work required to hold the claims comprising the Property has been performed and all governmental fees have been paid and all filings required to maintain the claims comprising the Property in good standing have been properly and timely recorded or filed with appropriate governmental agencies; and (iii) it has no knowledge of conflicting mineral claims; (d) the Vendor is the owner of a 100% legal and beneficial right, title and interest in and to the Property and the Property is free and clear of all Liens and there is no adverse claim or challenge to ownership of any of the Property, and there are no outstanding rights or options to acquire or purchase any of the Property or any third party royalties, net profits interests or similar interests relating to any of the Property; (e) the Vendor has the right to enter into this Agreement and to sell the Property in accordance with the terms of this Agreement, there are no disputes over the title to the Property, and no other party has any interest in the Property or the production therefrom or any right to acquire any such interest; (f) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property and the conduct of the operations related thereto, and the Vendor has not received any notice of same and is not aware of any basis on which any such orders or direction could be made; (g) there has been no known spill, discharge, deposit, leak, emission or other release of any hazardous substance on, into, under or affecting any of the Property and no hazardous substance is stored in any type of container on, in or under any of the Property; (h) the Vendor has complied with all laws applicable to its activities on and in respect of each of the Property and without limiting the generality of the foregoing, it has not used any part ...

Vendor’s Representations and Warranties. In order to induce the Purchaser to enter into and consummate this Agreement, the Vendor represents and warrants to the Purchaser that: (a) the Vendor owns and have the right to sell the Shares as the legal and beneficial owner, free of all liens, claims, charges, restrictions on transfer, voting agreements, voting trusts, escrow conditions and encumbrances whatsoever; (b) the Vendor has due and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and all necessary action has been taken by or on the part of the Vendor to authorize the execution, delivery and performance of this Agreement and all other documents contemplated hereby; (c) the Vendor acknowledges and agrees that the Purchase Shares and Warrants have not been and will not be qualified or registered under the securities laws of Ontario or under any federal or state laws of the United States and as such, the Vendor may be restricted from selling or transferring such Purchase Shares under applicable law; (d) the Vendor will deliver a certificate prior to closing stating its jurisdiction of incorporation, and that all negotiations and other acts in furtherance of the execution and delivery of this Agreement by the Vendor in connection with and transactions contemplated herein have taken place and will take place solely in Ontario; (e) Ungava was duly incorporated under the laws of the Province of Ontario and is in goodstanding with respect to all statutory filings required by the applicable corporate laws; (f) the Shares have been duly and validly issued and are outstanding as fully paid andnon-assessable shares and warrants in the capital of Ungava; (g) the authorized capital of Ungava consists of unlimited number of common and preferredsharesof which there are 90,000,000 common shares issued and outstanding as fully paid and non-assessable and 10,000,000 warrants exercisable at Cd $0.75 per share; (h) no person, firm or corporation has any right, agreement or option or a right capable of becoming a right, agreement or option, whether oral or in writing, for the purchase of the Shares or to require Ungava to purchase, redeem or otherwise acquire the Shares or any right capable of becoming a right, agreement or option for the purchase, subscription or issuance of any of the unissued shares in the capital of Ungava; (i) Ungava has the corporate capacity and power to own the assets owned by it and to carry on the business presently carried on by it ...

Vendor’s Representations and Warranties. The Vendor's representations and warranties contained in this Agreement and in any certificate or document delivered under this Agreement or in connection with the transactions contemplated by this Agreement will be true at and as of closing as if such representations and warranties were made at and as of such time.

Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that: (a) The Vendor is a corporation existing under the laws of the State of Delaware; (b) The Vendor is the legal, and the Accounts are the beneficial, owner of the Subject Shares free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, and any other rights of others (collectively, “Encumbrances”). (c) The Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Subject Shares on behalf of the Accounts to the Purchaser free and clear of all Encumbrances and, upon payment of the Purchase Price, the Purchaser will acquire good and valid title to the Subject Shares, free and clear of all Encumbrances. (d) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Vendor. (e) This Agreement constitutes a valid and legally binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court. (f) There is no contract, option or any other right of another party binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Subject Shares other than pursuant to the provisions of this Agreement. (g) There is no outstanding voting trust, proxy or other similar agreement with respect to the voting of the Subject Shares. (h) To the Vendor’s knowledge, neither entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor will result in the violation of: (i) any of the provisions of the organizational documents or by-laws of the Vendor; (ii) any contract (written or oral) or other instrument to which the Vendor is a party or by which the Vendor is bound; or (iii) any law, statute, rule, regulation, or any existing applicable decree, judgment, or order by any court, administrative agency, or other governmental body (collectively, “Law”), in respect of which th...

Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that:

Vendor’s Representations and Warranties. 1. The Vendor represents and warrants to the Purchaser that: (a) Vendor is the sole and beneficial owner of an undivided l00% interest in and to the Property; (b) The claims comprising the Property have been, to the best of the information and belief of the Vendor, properly located and staked and recorded in compliance with the laws of the jurisdiction in which they are situate, are accurately described in Schedule “A” and are valid and subsisting mineral claims as at the date of this Agreement; (c) The Property is in good standing under all applicable laws and regulations, all assessment work required to be performed and filed has been performed and filed, all taxes and other payments have been paid and all filings have been made; (d) The Property is free and clear of any encumbrances, liens or charges and neither the Vendor nor, to the best of the Vendor’s knowledge, any of her predecessors in interest or title, have done anything whereby the Property may be encumbered; and (e) He has the right to enter into this Agreement and to deal with the Property in accordance with the terms of this Agreement, there are no disputes over the title to the Property, and no other party has any interest in the Property or the production there from or any right to acquire any such interest.

Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser that: (a) The Vendor is a company duly incorporated, organized and subsisting under the laws of the Cayman Islands. (b) The Vendor is the legal and beneficial owner of the Shares free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, and any other rights of others (collectively, “Encumbrances”). (c) Other than the Shares and the common shares and the share purchase warrants of the Corporation held by XXX, neither the Vendor nor any of its Affiliates own any shares of the Corporation or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of the Corporation or its subsidiaries. (d) The Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser free and clear of all Encumbrances and, upon payment of the Purchase Price, the Purchaser will acquire good and valid title to the Shares, free and clear of all Encumbrances. (e) The Shares are freely tradeable in all the provinces and territories of Canada. (f) The Vendor is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares on the terms of this Agreement without the consent of any third party. (g) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Vendor. (h) This Agreement constitutes a valid and legally binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court. (i) There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than pursuant to the provision of this Agreement. (j) There is no outstanding voting trust, proxy or other similar agreement with respect to the voting of the Shares, other than the proxy ...

Vendor’s Representations and Warranties. Each Vendor represents and warrants as follows to the Purchaser at the date of this Agreement and acknowledges and confirms that the Purchaser is relying upon such representations and warranties in connection with the purchase of the Purchased Shares:

Vendor’s Representations and Warranties. The Vendor represents and warrants to the Purchaser, with the intent that the Purchaser shall rely thereon in, for a period of 365 days following the Completion Date, that as of the date hereof and the Completion Date: (a) the Vendor is the registered and beneficial owner of the Property and has the power to dispose of the same free and clear of all encumbrances save for reservations in the original grant for the crown; (b) the execution and delivery of this Offer does not conflict with any other agreement binding on the Vendor and will have been, by the Completion Date, duly authorized by all necessary corporate action on the part of the Vendor; (c) there are no present claims or litigation pending or to the Vendor's knowledge, any claims or litigation threatened with respect to the Vendor, the Property or the occupancy or use thereof by the Vendor which could materially affect the right of the Purchaser to own, occupy or obtain revenue from the Property or materially affect the ability of the Vendor to perform its obligations hereunder; (d) the Vendor is not aware of any expropriation or other proceedings by the City of Vancouver or any other department or government agency or engineering department or any utility company which has jurisdiction over the Property which may affect the size of the Property, the use of the Property or access to the Property; (e) on the Completion Date the Vendor will not have any indebtedness to any person or governmental authority which by operation of law or otherwise then constitutes a lien, charge or encumbrance on the Property or which could affect the right of the Purchaser to own, occupy and obtain revenue from the Property save and except for the Permitted Encumbrances; (f) except as disclosed in the environmental reports and to the best knowledge of the Vendor, the Property does not contain or have a history of containing contaminated fill, urea formaldehyde, asbestos, PCB transformer, or other hazardous, toxic or contaminated materials or substances, or underground storage tanks; (g) subject to and without limiting the other representations and warranties herein contained, the Property will be maintained and transferred to the Purchaser in substantially the same condition as inspected by the Purchaser prior to the Subject Removal Date, reasonable wear and tear excepted; (h) the Vendor is not a non-resident of Canada within the meaning of the Income Tax Act; (i) the Vendor shall not enter into any lease negotiations...