Representations and Warranties of the Vendor Clause Samples
The "Representations and Warranties of the Vendor" clause sets out the specific statements and assurances the vendor makes regarding the condition, ownership, and legal status of the goods or services being sold. Typically, this clause covers aspects such as the vendor's authority to enter into the agreement, the absence of undisclosed liabilities, and compliance with applicable laws. By clearly outlining these assurances, the clause provides the buyer with legal recourse if any of the vendor's statements prove to be false, thereby allocating risk and promoting transparency in the transaction.
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Representations and Warranties of the Vendor. The Vendor hereby represents and warrants to the Purchaser(s) as follows:
(i) The Vendor has absolute, clear and marketable title with respect to the said Land and the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession of the said Land for the Project;
(ii) The Vendor has lawful rights and requisite approvals from the competent authorities to carry out development of the Project;
(iii) There are no encumbrances upon the said Land or the Project;
(iv) There are no litigations pending before any Court of law or Authority with respect to the said Land, Project or the [Flat/];
(v) All approvals, licenses and permits issued by the competent authorities with respect to the Project and the said Land and [Flat] are valid and subsisting and have been obtained by following due process of law. Further, the Vendor has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and [Flat/] and common areas;
(vi) The Vendor has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Purchaser(s) created herein, may prejudicially be affected;
(vii) The Vendor has not entered into any agreement for sale and/or development agreement or any other agreement / arrangement with any person or party with respect to the said Land, including the Project and the said [Flat/] which will, in any manner, affect the rights of Purchaser(s) under this Agreement;
(viii) The Vendor confirms that the Vendor is not restricted in any manner whatsoever from selling the said [Flat/] to the Purchaser(s) in the manner contemplated in this Agreement;
(ix) At the time of execution of the conveyance deed the Vendor shall handover lawful, vacant, peaceful, physical possession of the[Flat/] to the Purchaser(s) and the common areas to the association of Purchasers or the competent authority, as the case may be;
(x) The Schedule Property is not the subject matters of any HUF and that no part thereof is owned by any minor and /or no minor has any right, title and claim over the Schedule Property;
(xi) The Vendor has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Project to the competent authorities ...
Representations and Warranties of the Vendor. The Vendor represents and warrants to the Purchaser that:
(a) the Vendor has the right to enter into this Agreement to sell and assign an undivided 100% interest in the Claims absolutely in accordance with the terms of this Agreement;
(b) the Claims, to the best knowledge of the Vendor, have been properly recorded in compliance with the laws of the State of Wyoming and to the best knowledge of the Vendor there are no disputes over the title, staking or recording of such mineral claims;
(c) the Claims, to the best knowledge of the Vendor, are in good standing and are free and clear of any liens or charges of any nature or kind whatsoever except for any royalties or reservations under applicable laws or regulations in favour of the governmental authority or authorities granting the mineral claims; and save and except as list on Schedule B attached hereto;
(d) the Vendor has not done anything whereby the Claims may be in any way encumbered.
Representations and Warranties of the Vendor. 3.1 The Vendor represents and warrants to the Purchaser, and acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreement, as follows:
(a) the Vendor owns all of the right, title and interest in the Patent application free and clear of all liens, charges, demands and encumbrances of any kind and has the full power and authority to sell, assign and convey such right, title and interest to the Purchaser, to the best of the Vendor's knowledge;
(b) Except as disclosed, the Vendor has not authorized to any other person any right in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any of the Patent or the Related Patents, to the best of the Vendor's knowledge;
(c) the Vendor has made all appropriate filings and registrations in order to maintain the Patent in good standing, and has not failed to take any steps in order to preserve any and all rights relating to the Patent or the Related Patents, to the best of the Vendor's knowledge;
(d) Except as disclosed there are no disputes of any kind with respect to the validity or ownership of the Patent or the Related Patents in the Vendor or of any other matter which may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledge;
(e) Vendor is not aware of any valid patent or other industrial or intellectual property right belonging to a third party which is infringed by practice of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to the best of the Vendor's knowledge;
(f) the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or the consummation of the transaction herein contemplated, to the best of the Vendor's knowledge;
(g) none of the transactions herein contemplated including, without limitation, the execution and deliver of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge;
(h) Except as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default un...
Representations and Warranties of the Vendor. The Vendor represents and warrants to the Purchaser that as of the date hereof and as of the Closing Date (except as otherwise indicated):
(a) the Vendor is and shall be a corporation duly incorporated and validly existing under the laws of British Columbia and duly qualified to carry on business in British Columbia and has the corporate power and capacity to own its interest in its assets, and to enter into and to carry out the transactions contemplated in this Agreement;
(b) the Vendor is and shall be in good standing with the Office of the Registrar of Companies for British Columbia, has and shall have made all necessary filings required by the Business Corporations Act (British Columbia) and has never been struck from the register of companies maintained by the Office of the Registrar of Companies for British Columbia;
(c) the execution and delivery of this Agreement and the completion of the transactions contemplated in this Agreement will have been by the Closing Date duly authorized by all necessary corporate action on the part of the Vendor;
(d) the Vendor is not a non‐resident of Canada within the meaning of the Income Tax Act (Canada);
(e) the Vendor has no indebtedness or obligation to any person which might now or in future constitute a lien, charge or encumbrance on the Property, other than the Permitted Encumbrances;
(f) no person has any agreement, or option or right to, or capable of becoming an agreement, option or right to, acquire any interest in the Property, other than any right set out in any Permitted Encumbrances and other than as provided in this Agreement; and
(g) following satisfaction of the mutual condition set out in Section 8.3, as of the Closing Date the Vendor will have a good and marketable title to the Property free and clear of all security interests, liens, claims, mortgages, charges, encumbrances and legal notations other than the Permitted Encumbrances.
Representations and Warranties of the Vendor. The Vendor represents and warrants the purchaser that: it is legally entitled to hold the property and the Property Rights. It is, and at the time of each transfer to the Purchaser of mineral claims comprised in the Property it will be, the recorded holder and beneficial owner of all of the mineral claims comprising the Property free and clear of all liens, charges and claims of other, except as noted on Schedule "A", and no taxes or rentals are due in respect of any thereof; The mineral claims comprised in the Property have been duly and validly located and recorded pursuant to the laws of the jurisdiction in which the property is situate and, except as specified in Schedule "A" and accepted by the Purchaser, are in good standing with respect to all filings, fees, taxes, assessments, work commitments or other conditions on the date hereof. There is no adverse claim or challenge against or to the ownership of or title to any of the mineral claims comprising the Property, nor to the knowledge of the Vendor, is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and no person other than the Vendor, pursuant to provisions hereof, has any royalty or other interest whatsoever in production from any of the mineral claims comprising the Property other than as set out in Schedule "A" The representations and warranties contained in this Section are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representations or warranty, and the representations and warranties contained in this section shall survive the execution hereof.
Representations and Warranties of the Vendor. The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:
Representations and Warranties of the Vendor. The Vendor represents and warrants to the Purchaser as follows:
Representations and Warranties of the Vendor. The Vendor represents and warrants to the Purchaser as stated below and acknowledges that the Purchaser is relying on the accuracy of each such representation and warranty in entering into this Agreement and completing the Purchase.
Representations and Warranties of the Vendor. The Vendor represents and warrants to and in favour of the Supatcha as follows and acknowledges that Supatcha is relying upon such representations and warranties in consummating the transactions contemplated by this Agreement:
(a) This Agreement has been duly executed and delivered by the Vendor and constitutes a valid and binding obligation of the Vendor in accordance with its terms;
(b) Schedules 1 and 2 hereto contain an accurate and complete description of the Property;
(c) No person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from the Vendor of any interest in the Property;
(d) The entering into, execution, delivery and performance by the Vendor of this Agreement will not violate or contravene or conflict with or result in a breach of or default or give rise to any right of termination, acceleration, cancellation or modification under any of the terms and conditions of any contract, agreement, commitment, arrangement or understanding pursuant to which the Vendor holds or has acquired its interest in the Property or any other contract, agreement, commitment, arrangement, understanding or restriction, written or oral, to which the Vendor is a party or by which it is bound;
(e) To the best of the knowledge of the Vendor after due enquiry, there are no legal conflicts of any nature and no investigations or legal or administrative affairs pending against the Vendor in connection with the Property or for any other cause and there is no pending or threatened decree, decision, sentence, injunction, order or award of any court, arbitral tribunal or governmental authority or any action, procedure, arbitration, administrative or judicial investigation, actual or threatened, with respect to the Vendor or the Property;
(f) The Vendor holds all right, title and interest in and to the Property, and the Property is free of any lien, claim, pledge, privilege, levy, lease, sublease or rights of any person and other than government royalties, government work requirements and other conditions imposed by a governmental authority;
Representations and Warranties of the Vendor. As of the Closing, the Vendor represents and warrants to the Purchaser, and acknowledges that the Purchaser is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of the Purchaser, as follows: