VENDOR REPRESENTATIONS Clause Examples
The Vendor Representations clause sets out the specific statements and assurances that the vendor makes regarding its authority, qualifications, and the condition or ownership of goods or services being provided. Typically, this clause requires the vendor to confirm that it has the legal right to enter into the agreement, that its products or services meet certain standards, and that it is not violating any laws or third-party rights. By including these representations, the clause helps ensure that the buyer can rely on the vendor’s claims, thereby reducing the risk of disputes or losses arising from misrepresentation or non-compliance.
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VENDOR REPRESENTATIONS. Vendor expressly represents that:
A. Vendor has read and is fully familiar with all the terms and conditions of this Agreement, the Contract Documents, and other related data and acknowledges that they are sufficient in scope and detail to indicate and convey understanding of all terms and conditions of the work to be performed by Vendor under this Agreement.
B. Vendor has disclosed, in writing, all known conflicts, errors, inconsistencies, discrepancies, or omissions discovered by Vendor in the Contract Documents, and that the City’s written resolution of same is acceptable to Vendor.
C. Vendor is familiar with all local, state, and Federal laws, regulations, and ordinances which may affect cost, progress, or its performance under this Agreement whatsoever.
D. Vendor is satisfied with the site conditions that may affect cost, progress, and performance of the work, as observable or determinable by Vendor’s own investigation.
VENDOR REPRESENTATIONS. The Vendor represents and warrants to the Purchaser as representations and warranties that are true as at the date hereof, and will be true at the Closing Date, and that are to continue and to survive the purchase of the Purchased Assets, that:
(a) the Vendor is duly incorporated, validly existing, and in good standing with respect to the filing of annual reports under the law of British Columbia has full power, authority and capacity to enter into this Agreement and to carry out the transactions contemplated herein;
(b) all necessary corporate action on the part of the directors and shareholders of the Vendor has been taken to authorize and approve the execution and delivery of this Agreement and the completion of the transactions contemplated herein;
(c) to the Vendor’s knowledge after reasonable inquiry, the Vendor is the sole legal and beneficial owner of the Purchased Assets and has a good marketable title to the Purchased Assets free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances and other claims except for the Existing Liabilities;
(d) except for the Existing Liabilities, to the knowledge of the Vendor, there is no litigation or administrative or governmental proceeding or inquiry pending, or threatened against or relating to the Assets, nor does the Vendor know of any reasonable basis for any such action, proceeding or inquiry;
(e) the Vendor sells, assigns, transfers and conveys all of its right, title and interest in and to the Assets to the Purchaser “as is” and “where is”, with no representations or warranties as to merchantability, fitness or use; and
(f) the Vendor is not a non-resident of Canada within the meaning of the Income Tax Act.
VENDOR REPRESENTATIONS. Vendor expressly represents that:
A. Vendor has read and is fully familiar with all of the terms and conditions of this Agreement, the Contract Documents, and other related data and acknowledges that they are sufficient in scope and detail to indicate and convey understanding of all terms and conditions of the work to be performed by Vendor under this Agreement.
B. Vendor has disclosed, in writing, all known conflicts, errors, inconsistencies, discrepancies, or omissions discovered by Vendor in the Contract Documents, and that the City’s written resolution of same is acceptable to Vendor.
C. Vendor is familiar with all local, state, and Federal laws, regulations, and ordinances which may affect cost, progress, or its performance under this Agreement whatsoever.
VENDOR REPRESENTATIONS. 9.1 Vendor represents and warrants that Vendor and each Vendor Employee providing Services under this Agreement are properly licensed and hold all certificates, permits, approvals, and authorizations required to perform such Services by the applicable licensing entities as required by law.
9.2 Vendor represents and warrants that it is registered to do business in the State of New York and the City of New York.
9.3 Vendor represents and warrants that it is financially capable of fulfilling all requirements of this Agreement, that there are no legal proceedings against it that could threaten performance of this Agreement, and that it is a validly organized entity that has the authority to enter into this Agreement. Vendor is not prohibited by any loan, contract, financing arrangement, trade covenant, or similar restriction from entering into this Agreement.
VENDOR REPRESENTATIONS. Vendor represents that they are an equal opportunity employment provider, and will provide potential Candidates regardless of age, color, creed, disability, marital status, national origin, race, religion, sex, sexual orientation or any other illegal considerations.
VENDOR REPRESENTATIONS. Vendor expressly represents that:
A. Vendor has read and is fully familiar with all the terms and conditions of this Agreement, the Contract Documents, and other related data and acknowledges that they are sufficient in scope and detail to indicate and convey understanding of all terms and conditions of the work to be performed by Vendor under this Agreement.
B. Vendor has disclosed, in writing, all known conflicts, errors, inconsistencies, discrepancies, or omissions discovered by Vendor in the Contract Documents, and that the City’s written resolution of same is acceptable to Vendor.
C. Vendor is familiar with all local, state, and Federal laws, regulations, and ordinances which may affect cost, progress, or its performance under this Agreement whatsoever.
D. Vendor understands that a “public entity crime” as defined in section 287.133(1)(g), Florida Statutes, is “a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States…” Vendor further understands that any person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime (1) may not submit a bid, proposal, or reply on a contract: (a) to provide any goods or services to a public entity; (b) for the construction or repair of a public building or public work; or (c) for leases of real property to a public entity; (2) may not be awarded or perform work as a Vendor, supplier, subcontractor, or consultant under a contract with any public entity; and (3) may not transact business with any public entity in excess of the threshold amount provided in section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.
VENDOR REPRESENTATIONS. Vendor represents and warrants that it and each of its Vendor Employees providing Services under this Agreement are properly licensed to perform such Services by the applicable licensing entities. Vendor represents and warrants that it is registered do business in the State of New York and the City of New York. Vendor represents and warrants that it is financially capable of fulfilling all requirements of this Agreement, that there are no legal proceedings against it that could threaten performance of this Agreement, and that it is a validly organized entity that has the authority to enter into this Agreement. Vendor is not prohibited by any loan, contract, financing arrangement, trade covenant, or similar restriction from entering into this Agreement.
VENDOR REPRESENTATIONS. Vendor expressly represents that:
A. Vendor has read and is fully familiar with all the terms and conditions of this Agreement, the Contract Documents, and other related data and acknowledges that they are sufficient in scope and detail to indicate and convey understanding of all terms and conditions of the work to be performed by Vendor under this Agreement.
B. Vendor has disclosed, in writing, all known conflicts, errors, inconsistencies, discrepancies, or omissions discovered by Vendor in the Contract Documents, and that the City’s written resolution of same is acceptable to Vendor.
C. Vendor has had an opportunity to visit, has visited, and/or has had an opportunity to examine and ask questions regarding the sites upon which the work is to be performed and is satisfied with the site conditions that may affect cost, progress, and performance of the work, as observable or determinable by Vendor’s own investigation.
D. Vendor is familiar with all local, state, and Federal laws, regulations, and ordinances which may affect cost, progress, or its performance under this Agreement whatsoever.
VENDOR REPRESENTATIONS. Vendor expressly represents that:
A. Vendor has read and is fully familiar with all the terms and conditions of this Agreement, the Contract Documents, and other related data and acknowledges that they are sufficient in scope and detail to indicate and convey understanding of all terms and conditions of the work to be performed by Vendor under this Agreement.
B. Vendor has disclosed, in writing, all known conflicts, errors, inconsistencies, discrepancies, or omissions discovered by Vendor in the Contract Documents, and that the City’s written resolution of same is acceptable to Vendor.
C. Vendor is familiar with all local, state, and Federal laws, regulations, and ordinances which may affect cost, progress, or its performance under this Agreement whatsoever.
D. Neither Vendor, its parent corporations, subsidiaries, members, shareholders, partners, officers, directors or executives, nor any of its affiliates, Vendors, suppliers, subcontractors, or consultants under this Agreement have been placed on the convicted vendor list following a conviction of a public entity crime. Vendor understands that a “public entity crime” as defined in section 287.133(1)(g), Florida Statutes, is “a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States…” Vendor further understands that any person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime (1) may not submit a bid, proposal, or reply on a contract: (a) to provide any goods or services to a public entity;
VENDOR REPRESENTATIONS. The Vendor hereby represents and warrants to and in favour of the Purchaser that:
5.1.1 Each of the Vendor, 1225209, Brookfield Place Properties and Brookfield Wellington is a corporation existing under and governed by the laws of its jurisdiction of incorporation, and has the necessary authority, power and capacity to own its respective interests in the Brookfield Place Assets and, in the case of the Vendor, to enter into this Agreement and the documents and transactions contemplated herein and to carry out the agreement of purchase and sale constituted on the execution and delivery of this Agreement on the terms and conditions herein contained;
5.1.2 The Vendor owns the Brookfield Place Assets (including all of the issued and outstanding shares of 1225209 and Brookfield Place Properties) free and clear of all material encumbrances other than the Permitted Encumbrances;
5.1.3 No Person other than the Vendor holds, or has been granted by the Vendor, any right of first opportunity, right of first refusal, option or other right to hold, purchase or acquire any legal or beneficial interest in the Brookfield Place Assets or part thereof except for any rights of good faith negotiation contained in the Phase 2 Lands Agreement dated August 30, 1988 between BCED Realty Inc. (now Brookfield Properties), BCE Place Limited (now Brookfield Place Properties) and Bay-Front Properties Inc. and Ontario Municipal Employees Retirement Board, which rights have been waived in respect of the Transaction;
5.1.4 The agreement of purchase and sale constituted on the execution and delivery of this Agreement, and the obligations of the Vendor hereunder and under each document and transaction contemplated herein have been, or prior to Closing will have been, duly and validly authorized by all requisite corporate proceedings and constitute legal, valid and binding obligations of the Vendor enforceable against the Vendor in accordance with their terms;
5.1.5 The Vendor is not a non-resident of Canada within the meaning of section 116 of the Income Tax Act (Canada) and is registered for purposes of the ETA;
5.1.6 1225209 and Brookfield Place Properties are the registered owners of all freehold and leasehold interests in the Lands as nominees for the Vendor and have not carried on any business or owned any material assets other than in respect of the Brookfield Place Assets;
5.1.7 Brookfield Wellington has not carried on any business or owned any material asset other than in respect of ...