REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT Clause Samples
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The Purchaser and the Parent jointly and severally represent and warrant to the Securityholder (and acknowledge that the Securityholder is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) the matters set out below:
(a) The Purchaser is a corporation duly incorporated and validly existing under the laws of Ontario, Canada and has all necessary corporate power, authority and capacity to enter into this Agreement. The execution and delivery of this Agreement and the performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
(b) None of the execution and delivery by the Purchaser of this Agreement or the compliance by the Purchaser with the Purchaser's obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Purchaser; (ii) any contract to which the Purchaser is a party or by which the Purchaser is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any applicable Laws.
(c) No material consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by the Purchaser in connection with the execution and delivery of this Agreement, the performance by it of its obligations under this Agreement and the consummation by the Purchaser of the Arrangement, other than those which are contemplated by the Arrangement Agreement.
(d) There is no proceeding, claim or investigation pending before any Governmental Entity, or to the best of the knowledge of the Purchaser, threatened against the Purchaser or any of its properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Purchaser's ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agr...
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The Purchaser and Parent jointly and severally hereby represent and warrant to the Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The Purchaser and Parent, jointly and severally, represent and warrant to the Seller Entities as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The Purchaser and Parent jointly and severally hereby represent and warrant as of the date hereof to the Sellers and the Selling Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. Parent and the Purchaser hereby jointly and severally represent and warrant (such representations and warranties being deemed repeated at and as of any Closing hereunder) to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. Purchaser and Parent hereby jointly and severally represent and warrant to Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The Purchaser and the Parent, jointly and severally, hereby represent and warrant to the Seller that the following are true, correct and complete as of the Closing hereof regardless of what investigations, if any, the Seller shall have made prior hereto:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. Each of Purchaser and Parent hereby severally makes the following representations and warranties to the Sellers, with respect to itself, subject to the exceptions disclosed in the Disclosure Schedules accompanying this Agreement, as of the date of this Agreement and (except where a representation or warranty is made herein as of a specified date) as of the Closing Date, as though made on the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. 3.1 Representations and Warranties In order to induce the Vendor to enter ------------------------------ into and to consummate the transactions contemplated by this Agreement, the Purchaser hereby represents and warrants to the Vendor that:
(a) The Purchaser is:
(i) is a company duly incorporated as a Corproation under the laws of New York;
(ii) is duly organized, validly exists and is in good standing under the laws of its jurisdiction of incorporation;
(iii) has the full power, authority, right and capacity to execute and deliver this Agreement, to complete the transactions contemplated hereby and to duly observe and perform all of its covenants and obligations herein set forth;
(b) The execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of the Purchaser and this Agreement constitutes a valid and binding obligation of the Purchaser;
(c) The Purchaser is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by or under which any default would occur as a result of the execution and delivery by the Purchaser of this Agreement or the performance by the Purchaser of any of the terms hereof; and the Purchaser covenants, represents and warrants with and in favour of the Vendor that all of the representations and warranties set forth in this Section 3.1 shall be true and correct at the Closing Time as if made at that time.
3.2 Survival The representations and warranties of the Purchaser contained -------- in this Agreement shall survive the Closing and the purchase of the Shares and, notwithstanding the Closing and the purchase of the Shares, the representations and warranties of the Purchaser shall continue in full force and effect for the benefit of the Vendor for a period of one year from the Closing Date.
3.3 Reliance The Purchaser acknowledges and agrees that the Vendor have -------- entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement notwithstanding any independent searches or investigations that may be undertaken by or on behalf of the Vendor, and that no information which is now known or should be known or which may hereafter become known to the Vendor, or their professional advisers, shall limit or extinguish the right to identification hereunder.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. Each of the Parent and Purchaser hereby represent and warrant to the Company as follows: