Representations of the Vendor Sample Clauses
Representations of the Vendor. The Vendor hereby represents and warrants to Tarion and the Escrow Agent that, as of the date hereof:
a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the corporate power and capacity to own its properties and assets and to carry on its business;
b) it has the power and capacity to enter into this Agreement and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it;
c) it has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement;
d) the execution and delivery of this Agreement and the performance by it of its obligations hereunder (i) do not and will not contravene, breach or result in any default under any of its constating documents or under any mortgage, lease, agreement or other legally binding instrument, licence, permit or laws to which it is a party or by which it or any of its properties or assets may be bound; and (ii) will not oblige it to grant any lien or security interest in respect of the Collateral to any person;
e) this Agreement constitutes, or upon execution and delivery will constitute, a valid and binding obligation of it, enforceable against it in accordance with its terms, subject only to bankruptcy and insolvency laws affecting the enforcement of creditors’ rights generally and the availability, in the discretion of a court of competent jurisdiction, of equitable remedies;
f) it has obtained or made formal application to Tarion to obtain confirmation of qualification for enrolment of the homes (as defined in the ONHWP Act) in the Freehold Project under the ONHWP Act;
g) no creditor of the Vendor has (or will have) any security interest or other claim in the Collateral ranking prior to the interests of Tarion created by virtue of this Agreement, and the Vendor covenants to obtain and deliver to Tarion, upon Tarion’s request, all such acknowledgements or postponements, in form and substance satisfactory to Tarion, from any or all creditors of the Vendor evidencing that any security interests or other claims of such creditors do not attach to the Collateral, or such security interest(s) rank behind the interests of Tarion in and to the Collateral; and
h) the Vendor has (or will have) rights in and to the Collateral, prior to the delivery thereof by the Vendor to the Escrow Agent.
Representations of the Vendor. Each of the Vendor, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ represents and warrants to the Purchaser that:
Representations of the Vendor. The Vendor represents, warrants and agrees to and with the Purchaser as follows with the intent that the Purchaser shall rely thereon in entering this Agreement and in concluding the purchase and sale contemplated herein:
Representations of the Vendor. The Vendor hereby agrees to observe, perform and comply with all the terms, conditions, stipulations and restrictions if any, which may have been imposed by the concerned local authority at the time of sanctioning the said Plans or thereafter and shall, before handing over possession of the Unit to the Allottee/s, obtain from the concerned local authority occupancy and /or completion certificates in respect of the Unit.
i. It is further agreed that the Vendor/Association shall start commencement of the common area maintenance within two months post receipt of the Completion Certificate from the Local Authority.
ii. It is further agreed that the Vendor/Association reserves the right to claim the additional amount towards the maintenance charges from the Allottee/s if the provision maintenance charges paid by the Allottee/s exhaust on an early date.
iii. The Vendor/Association shall handover the duly accounts of the maintenance funds to the Association after formation of the same and the Vendor/Association shall be responsible to produce the accounts of maintenance funds till the date of formation of Association to the Allottee/s in a yearly meeting with Allottee/s.
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. 3.1 Subject to Section 3.3 hereof, the Vendor hereby represents and warrants as follows and hereby acknowledges and confirms that the Purchaser is relying on such representations and warranties in connection with the consummation by the Purchaser of the transactions contemplated in and by this Agreement:
Representations of the Vendor. 8.1.1 The Vendor possesses necessary skills, resources, experience, expertise, ability and financial capability to undertake and fulfill its obligations under the Contract.
8.1.2 The Vendor assures the Company that the Solution shall perform as per the SRS and meet the SLAs set out in this Agreement and the Contract.
8.1.3 The Vendor shall furnish and deliver the Solution and Documentation in accordance with the terms and conditions specified in the Contract free of all pending and/or threatened liens, claims, encumbrances and other restrictions during the Contract Period and in a timely manner.
8.1.4 The Vendor acknowledges that the Contract has been awarded to the Vendor basis the declarations, certifications, the undertakings, the representations made by the Vendor in the bid submitted by him to the Company during the bid process including the information set out in ‘Technical Specification Document’ (as set out in the Tender Document by whatever name called) and ‘Functional Specification Document’ (as set out in the Tender Document by whatever name called). The Vendor, therefore, agrees that it shall ensure that all such declarations, certifications, undertakings, representations continue to remain valid, true and effective during the Contract Period. The Vendor also agrees that it shall comply with the ‘Technical Specification Document’ and ‘Functional Specification Document’ at all times during the Contract Period.
8.1.5 The Solution and the Documentation and/or use of the same by the Company in any manner does not and shall not violate or infringe the rights of any third party or the laws or regulations of any governmental or judicial authority.
8.1.6 The Vendor further agrees and recognizes, that:
(a) The Company shall control the authorization and access to Company’s information including its customers’ and distributors/dealers’ information, including access rights granted to the Vendor’s employees;
(b) The Company shall have the right to conduct security reviews and other audit procedures to review controls and test compliance;
(c) The Vendor shall adhere and implement the information system and security policy adopted by the Company from time to time. The Vendor shall implement the said information system and security policy at no additional cost;
(d) The Vendor shall comply with procedures to deal with deficiencies noted by auditors, government regulators and other internal or external agencies and provides relevant solutions, within the timefr...
Representations of the Vendor. The Vendor represents and warrants to and in favour of the Purchaser that, as of the date of this Agreement and as of the Closing Date, unless otherwise specified in this Section:
Representations of the Vendor. The Vendor represents and warrants that, to the best of its knowledge without having made any specific investigations or enquiries:
(a) it has not:
(i) taken any action to alienate in any way a beneficial or legal title to all or any part of the Property, on a contingent basis or otherwise,
(i) granted security in the Property or taken any action which would give any party rights to seize or take security over the Property,
(ii) taken any action or omitted to take any action which constituted a breach of any of the Vendor's obligations with respect to the Property, or
(iii) received actual notice that any other person has taken any action which had or will have the effect of any of the foregoing;
(a) it has not taken any action to remove, nor has it received actual notice that any other person has removed, the Fixtures and the Personal Property from the Lands;
(b) Part IV of Schedule "A" and Part I of Schedule "B" list all the agreements under which the Vendor has acquired any rights to, or undertaken obligations in respect of, the Property, including obligations in connection with a transfer of title to the Property, and which are to be assigned to the Purchaser;
(c) other than normal quantities of fuel, lubricants, reagents and other materials and supplies for use in connection with exploration activities on the Lands, the Vendor has not transported, nor has it arranged for the transportation of, environmental contaminants or environmentally hazardous substances on to the Lands; and
(d) other than with respect to potential acid rock drainage and related metaliferous contamination, the Vendor has not become aware of any existing significant contamination, or any significant environmentally hazardous condition, of the Lands.
Representations of the Vendor. Each Vendor hereby separately represents and warrants to and with the Purchaser in respect of its Vendor's Rights that: