Common use of Representations of the Vendor Clause in Contracts

Representations of the Vendor. The Vendor represents and warrants to the Purchaser that: (a) the Vendor has full and sufficient authority to convey legal title and beneficial ownership of the Residential Lands to the Purchaser in accordance with this Agreement; (b) the execution, delivery and acceptance of this Agreement and the completion of the within purchase and sale have been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor; (c) there are no local improvement charges or special levies against the Residential Lands, nor has the Vendor received any notice of, or is there any reasonable basis for, any proposed local improvement charges or special levies; (d) neither the Residential Lands or any part thereof has been expropriated or condemned, nor has the Vendor received any notice of, or is there any reasonable basis for, any proposed expropriation or condemnation (e) the Vendor has not failed to disclose to the Purchaser any fact or information material to or concerning the Residential Lands which the Vendor is aware; (f) the Vendor does not have any information or knowledge of any facts relating to the Residential Lands which, if known to the Purchaser, might reasonably be expected to deter the Purchaser from completing the within purchase and sale; (g) no commission, fee or other charges will be payable by the Purchaser to any sales agent or representative of the Vendor in connection with this Agreement or the resulting purchase and sale of the Residential Lands; and (h) there is no litigation or administrative or governmental proceeding or inquiry pending or threatened against or relating to the Vendor or the Residential Lands, nor is there any reasonable basis for any such litigation, proceeding or inquiry.

Representations of the Vendor. -6- 8.1 The Vendor represents and warrants to the Purchaser, with the intent that the Purchaser shall rely upon such representations and warranties in concluding the transactions contemplated hereby, that: (a) the Vendor is a corporation duly incorporated, valid existing, and in good standing under the laws of Nevada, and has full the power, authority, and sufficient authority capacity to convey legal title carry on the Business as presently conducted and beneficial ownership of the Residential Lands to the Purchaser in accordance with enter into this AgreementAgreement and carry out its terms; (b) the execution, execution and delivery and acceptance of this Agreement and the completion of the within purchase and sale have transactions contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the VendorVendor in accordance with its terms; (c) there are no local improvement charges or special levies against the Residential Lands, nor has the Vendor received has previously disclosed to the Purchaser in writing all material particulars relating to employment or engagement of any notice ofofficers, directors, employees, and agents of the Vendor including particulars of any contacts, engagements, or is there any reasonable basis forcommitments, any proposed local improvement charges whether oral or special levieswritten, respecting bonuses, commissions, pensions, profit sharing, health benefits, group insurance and other such benefits; (d) neither the Residential Lands or any part thereof has been expropriated or condemned, nor has except as previously disclosed by the Vendor received to the Purchaser in writing, every employee of the Business may be lawfully dismissed on thirty-days' notice and such dismissal would not give rise to any notice of, rights or is there any reasonable basis for, any proposed expropriation valid claims for severance or condemnationtermination pay or like compensation; (e) the Vendor has is not failed a party to disclose any collective agreement relating to the Purchaser Business with any fact union, association of employees, or information material to bargaining agent, and no part of the Business is bound by any such collective agreement or concerning the Residential Lands which the Vendor is awarehas been certified as a unit appropriate for collective bargaining; (f) except as will be remedied by those consents, approvals, releases and discharges which will be delivered by the Vendor at Closing, 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, any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the Vendor, the Business or any of the Business Assets, or any contract, agreement, instrument, covenant, mortgage or security to which the Vendor is a party or which is binding upon the Vendor, (ii) give any person the right to terminate or cancel any contract, agreement, instrument, covenant, mortgage or security in favor of the Vendor, (iii) result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable, or (iv) give rise to acceleration of the time for payment of any moneys payable or for the performance of any obligation to be performed by the Vendor; (g) the Vendor owns and possesses and has good and marketable title to the Business Assets, free and clear of all liens, charges, and encumbrances of every kind and nature whatsoever, except as previously disclosed by the Vendor to the Purchaser in writing, and the Receivables of the Vendor (currently estimated at US$ $75,000.00) are good and collectible; (h) reasonable wear and tear excepted, the Business Assets are in good working order and in a functional state of repair and to the best of the knowledge of the Vendor have no latent defects; (i) with the exception of the items excluded by Section 1.02, the Business Assets comprise all property and assets used by the Vendor in connection with the Business; (j) except as previously disclosed by the Vendor to the Purchaser in writing, the Vendor does not have any indebtedness which might be operation of law or otherwise now or hereafter constitute a lien, charge, or encumbrance upon any of the Business Assets; (k) the Vendor has previously disclosed to the Purchaser in writing all contracts, engagements and commitments, whether oral or written, relating to the Business or the Business Assets including in particular contracts, engagements, and commitments: (i) out of the ordinary course of Business; (ii) which entail payments in excess of US$1,000 during any one-year period; (iii) respecting ownership of or title to any interest or claim in or to any real or personal property; and (iv) respecting Intangible Property; (l) the Vendor has previously provided to the Purchaser in writing an accurate and complete description of all Material Contracts and, except as previously disclosed by the Vendor to the Purchaser in writing: (i) there has not been any default in any obligation or liability in respect of such contracts, engagements, or commitments; (ii) there has not been any amendment, modification, variation, surrender, or release of such contracts, engagements, and commitments; and (iii) each of such contracts, engagements, and commitments is in good standing and in full force and effect; (m) the Vendor has previously provided to the Purchaser in writing an accurate and complete description of all instruments evidencing or relating to, and all material particulars of, the Assumed Indebtedness including the amounts thereof or, where the exact amount cannot be obtained, reasonably accurate estimates thereof, and the material terms of payment or repayment and interest rates applicable thereto; (n) the amount of Assumed Indebtedness as at the Closing Date will not exceed US$4,000,000 and will not include any indebtedness or obligation to either ▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (o) all licenses and permits required for the conduct in the ordinary course of the operations of the Business and the uses to which the Business Assets have been put have been obtained and are in good standing and such conduct and uses are in compliance with such licenses and permits and with all laws, zoning and other bylaws, building and other restrictions, rules, regulations and ordinances applicable to the Business and the Business Assets, and neither the execution and delivery of this Agreement nor the completion of the purchase and sale hereby contemplated will give any person the right to terminate or cancel such licenses or permits or affect such compliance; (p) there is no basis for and there is no action, suit, litigation, investigation, arbitration proceeding, governmental proceeding or other proceedings (including appeals and applications for review) outstanding, pending, threatened against or involving, affecting or possibly affecting the Vendor, the Business or the Business Assets; or any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, officer, instrumentality or arbitrator, which, if determined adversely to the Vendor, might adversely affect the ability of the Vendor to enter into this Agreement or to consummate the transactions contemplated hereby, or adversely affect title to any of the Business Assets, at law or in equity, or the Vendor's ability to dispose of the Business Assets or any of them, in its sole discretion; or any investigations, complaints, orders, directives or notices of defect or non-compliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or threatened against the Vendor or in respect of the Business or any of the Business Assets; (q) the budgets for capital expenditures provided to the Purchaser in respect of future operations are fair and reasonable (r) the facts contained in all "due diligence" and other disclosure materials provided by the Vendor to the Purchaser or otherwise made public by the Vendor are substantially true and correct, and the Vendor does not have any information or knowledge of any facts relating to the Residential Lands Business, the Business Assets, the Vendor or either of the Principals which, if known to the Purchaser, might reasonably be expected to deter the Purchaser from completing the within purchase and saletransactions contemplated by this Agreement; (gs) no commission, fee or other charges will be payable by the Purchaser to any sales agent or representative representations and warranties of the Vendor included in connection with this Agreement are true and correct and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the resulting purchase statements contained in such representations and sale warranties not misleading to a prospective purchaser of the Residential Lands; andBusiness and Business Assets; (ht) there is no litigation all financial statements of the Vendor, both audited and unaudited, have been prepared in accordance with generally accepted United States accounting principles consistently applied and present fairly and completely the assets and liabilities, whether accrued, absolute, contingent or administrative otherwise, and the financial condition of the Vendor and the results of the operation of the Business for the periods reported thereby; and the Vendor has disclosed to the Purchaser in writing all material financial information respecting the Vendor, the Business and the Business Assets as at the date of this Agreement; (u) all outstanding commitments by or governmental proceeding or inquiry pending or threatened against or on behalf of the Vendor for the purchase of supplies have been made in accordance with established price lists of the Vendor's suppliers or, if otherwise, then in accordance with the Vendor's normal business custom; (v) the books and records of the Vendor present fairly and completely in all material respects, in accordance with sound accounting practices consistently applied, the matters which such books and records purport to present, and all material financial transactions of the Vendor relating to the Business have been accurately recorded in such books and records; (w) since the date of the most recent financial statements of the Vendor provided to the Purchaser, there has not been: (i) any change, event, or circumstance which would adversely affect the Residential Landsaffairs, nor is there prospects, operation, or condition of the Business; (ii) any reasonable basis for loss, damage, or destruction, whether or not covered by insurance, which would adversely affect the affairs, prospects, operations, or condition of the Business; or (iii) any such litigationincrease in the compensation or benefits payable or to become payable to the Vendor to any of its officers, proceeding directors, employees, or inquiryagents.