Covenants, Representations and Warranties of Purchaser Sample Clauses

Covenants, Representations and Warranties of Purchaser. The Purchaser ------------------------------------------------------ represents and warrants to, and covenants with, the Seller and the Company that except for the provisions pertaining to the payment of the purchase price thereunder, the Purchaser agrees to be bound as "Purchaser" by all of the terms, covenants and conditions of the Purchase Agreement, and from and after the date hereof, the Purchaser assumes for the benefit of the Seller and the Company all of the Seller's obligations as "Purchaser" thereunder.

Covenants, Representations and Warranties of Purchaser. As an inducement to Seller to enter into and perform this Agreement, Purchaser makes the following covenants, representations and warranties which covenants, representations and warranties shall be true and correct in all material respects on the date hereof and on the Closing Date, and shall be a condition precedent to Seller's obligation to close the transaction contemplated herein: (a) Organization and Authority. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Maryland, and has all requisite power, authority and capacity to execute and enter into this Agreement; and the transactions contemplated herein by Purchaser have been duly authorized and approved by all requisite corporate actions, and this Agreement has been duly executed and delivered on behalf of Purchaser by its duly authorized officers and constitutes the legal, valid and binding obligations of Purchaser. Purchaser has no knowledge of any item or provision of this Agreement which is unenforceable.

Covenants, Representations and Warranties of Purchaser. Purchaser covenants, represents and warrants to Seller as follows:

Covenants, Representations and Warranties of Purchaser. Purchaser represents and warrants that it is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement enforceable by the Shareholder in accordance with its terms, subject to the usual exceptions as to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and the availability of equitable remedies. Purchaser further represents and warrants that the execution and delivery of this Agreement and the fulfilment of the terms hereof by Purchaser does not and will not result in a breach of any agreement or instrument to which it is a party or by which it is contractually bound.

Covenants, Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to the Sellers as follows:

Covenants, Representations and Warranties of Purchaser. Purchaser ------------------------------------------------------- covenants, represents and warrants to Seller as follows:

Covenants, Representations and Warranties of Purchaser. Purchaser covenants with and represents and warrants to Vendor that: a) Purchaser is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation and now has good right, full power and absolute legal authority to enter into this Agreement for the purposes and in the manner herein provided for according to the true intent and meaning of this Agreement; b) The execution, delivery and performance of this Agreement (i) has been duly and validly authorized by all requisite corporate, and directors' actions, and (ii) will not result in any violation of, or be in conflict with, or constitute a default under any charter, bylaw or governing document or any term or provision of any agreement or instrument to which Purchaser is a party or by which Purchaser is bound nor under any judgement, decree or order, statute, regulation, rule or licence applicable to it; c) This Agreement has been duly executed and delivered by the Purchaser and, if properly executed and delivered by the Vendor, constitutes a valid and binding obligation of the Purchaser enforceable in accordance with its terms and subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, liquidation, reorganization or other laws of general application relating to or affecting the rights of creditors and that equitable remedies, including specific performance, are discretionary or may not be ordered; d) It is not a non-Canadian person for the purposes of The Investment Canada Act; and e) It has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which Vendor shall have any obligation or liability.

Covenants, Representations and Warranties of Purchaser. 5 Section 5.1 Corporate Organization. .................................. 5 Section 5.2 Authority Relative to This Agreement. .................... 5 Section 5.3 Noncontravention. ........................................ 6 Section 5.4

Covenants, Representations and Warranties of Purchaser. In order to induce the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser makes the representations and warranties set forth below to the Seller.