Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement: (a) The Buyer is a corporation continued under the Electricity Act (Ontario) and has the requisite power to enter into this Agreement and to perform its obligations hereunder. (b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction. (c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under: (i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained; (ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Buyer; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer. (e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer. (f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.
Appears in 3 contracts
Sources: Demand Side Management Contract, Clean Energy Supply Contract, Demand Response Contract
Representations of the Buyer. The Buyer represents and warrants to each Seller that, as of the Supplier date hereof and as follows, and acknowledges that of the Supplier is relying on such representations in entering into this AgreementClosing Date:
(a) The Buyer it is a corporation continued duly organized, validly existing and in good standing under the Electricity Act (Ontario) laws of the jurisdiction that governs it, and has the requisite full power and authority to enter into this Agreement carry on its business as now conducted and to perform own its obligations hereunder.assets;
(b) This this Agreement has been duly authorized, executed, and validly executed and delivered by it, and, assuming the Buyer due execution and delivery thereof by each Seller, is a valid and binding obligation of the Buyer it enforceable against it in accordance with its terms, except as enforcement such enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion by general principles of a court of competent jurisdiction.equity;
(c) The it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares;
(d) the execution and delivery of this Agreement by it and the Buyer performance by it of its obligations hereunder and the consummation of the transactions contemplated by this Agreement hereby will not result in the breach or violation of any of the provisions of, or constitute a default under, or not: (i) conflict with or cause violate the termination, cancellation organizational documents of it; or acceleration of any material obligation of the Buyer under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the by-laws or resolutions of the directors (or require any committee thereof) or shareholder of the Buyer;
(iii) any judgmentconsent, decreeapproval, order or award authorization of or other action by any Governmental Authority Entity or arbitrator;
any registration, qualification, declaration or filing (ivother than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any licenceGovernmental Entity, permitin each case on the part of or with respect to it, approvalthe absence or omission of which would, consent either individually or authorization held by in the Buyer; or
(v) any Laws and Regulationsaggregate, that could have a Material Adverse Effect material adverse effect on the Buyer.
(d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being transactions contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.hereby;
(e) There are there is no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, Proceeding pending or, to its knowledge, threatened, against it relating to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.transactions contemplated by this Agreement;
(f) All requirements for the Buyer has available to make it, and will have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and
(g) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any declarationrepresentation or warranty of any kind, filing and specifically makes no representation or registration withwarranty of any kind regarding the business, give any notice to operations, financial condition or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfiedprospects of the Company.
Appears in 3 contracts
Sources: Share Purchase Agreement (Caisse Des Depots Et Consignations), Share Purchase Agreement (Rio Tinto PLC), Share Purchase Agreement (Apollo Management Holdings GP, LLC)
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer is a corporation continued without share capital created under the Electricity Act (laws of Ontario) , and has the requisite power to enter into this Agreement and to perform its obligations hereunder.hereunder.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.
(d) There are is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings proceeding under any Insolvency Legislation pending against, against or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actionsBuyer or any of its property, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for nor has the Buyer consented to make an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any declaration, filing or registration with, give any notice steps to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as commence a condition to entering into this Agreement have been satisfiedproceeding under Insolvency Legislation.
Appears in 2 contracts
Sources: E Lt 1 Contract, E Lt 1 Contract
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer that was the original counterparty to this Agreement is a corporation continued without share capital created under the Electricity Act (laws of Ontario) , and has the requisite power to enter into this Agreement and to perform its obligations hereunder.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.
(d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.
(g) The Buyer is in compliance with all Laws and Regulations other than acts of non- compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Buyer or on its obligations under this Agreement.
Appears in 2 contracts
Sources: Clean Energy Supply Contract, Peking Generation Contract
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer is a corporation continued without share capital created under the Electricity Act (laws of Ontario) , and has the requisite power to enter into this Agreement and to perform its obligations hereunder.hereunder. Draft
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.
(d) There are is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings proceeding under any Insolvency Legislation pending against, against or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actionsBuyer or any of its property, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for nor has the Buyer consented to make an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any declaration, filing or registration with, give any notice steps to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as commence a condition to entering into this Agreement have been satisfiedproceeding under Insolvency Legislation.
Appears in 2 contracts
Sources: E Lt 1 Contract, Long Term Reliability Services Contract
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer is a corporation continued without share capital created under the Electricity Act (laws of Ontario) , and has the requisite power to enter into this Agreement and to perform its obligations hereunder.hereunder.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.
(d) There are is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings proceeding under any Insolvency Legislation pending against, against or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the BuyerBuyer or any of its property, nor has the Buyer consented to an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any steps to commence a proceeding under Insolvency Legislation.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.
(g) The Buyer is in compliance with all Laws and Regulations other than acts of non- compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Buyer or on its obligations under this Agreement.
Appears in 2 contracts
Sources: Long Term Capacity Services Contract, Long Term Reliability Services Contract
Representations of the Buyer. The Buyer hereby represents and warrants to the Supplier Company as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Company has made available to the Buyer is a corporation continued under the Electricity Act (Ontario) opportunity to ask questions of, and receive answers from, the officers of the Company concerning the Company and its business. The Buyer acknowledges that he/she has purchased the requisite power to enter into this Agreement Shares and to perform its obligations hereunderWarrant without being furnished any prospectus.
(b) This Agreement has The Shares and Warrant have been duly authorized, executedacquired for investment and not with a view to the resale or distribution of such securities or the Warrant Shares . Such Shares and Warrant are being acquired, and delivered any Warrant Shares will be acquired, by the Buyer for his/her own account and is with his/her own funds, and no other person shall have a valid and binding obligation of the Buyer enforceable direct or indirect beneficial interest in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdictionsuch securities.
(c) The execution and delivery Buyer has adequate net worth to bear the risks of this Agreement by the Buyer investment and the consummation has adequate means of the transactions contemplated by providing for his/her current needs and foreseeable personal contingencies, have no need for liquidity in this Agreement will not result investment, and anticipates no need now or in the breach foreseeable future to sell the Shares, the Warrant or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the BuyerWarrant Shares.
(d) There are The Buyer understands that the Company engages in a highly competitive business and there can be no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by assurance that it will be able to operate profitably. This investment is highly speculative investment and involves a high degree of risk and is not recommended for any investor who cannot afford the Buyer or, to the knowledge risk of the Buyer, threatened against the Buyerlosing his/her entire investment.
(e) There are The Buyer understands that none of the Shares, the Warrant or the Warrant Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption for private offerings. Because the Company has no actionsobligation to effect such registration, suitsthe Buyer may have to continue to bear the economic risk of their ownership of such securities for an indefinite period; and Buyer will not be permitted to transfer any of such securities in the absence of an opinion of counsel, proceedingsif requested, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, satisfactory to the knowledge of Company that registration is not required under the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the BuyerSecurities Act and under applicable state securities laws.
(f) All requirements for The Buyer is an “Accredited Investors” as such term is defined in Rule 501 promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of the transaction contemplated hereby.
(g) The Buyer has been advised by the Company to make any declaration, filing or registration with, give any notice consult with his/her own personal tax advisor to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfieddetermine the effect of an investment in the Company on his/her Federal and state income tax status.
Appears in 1 contract
Representations of the Buyer. The Buyer represents to the Supplier Sellers as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a1) The the Buyer is a corporation continued under the Electricity Act (Ontario) has full power and has the requisite power authority to enter into execute and deliver this Agreement agreement and to perform its obligations hereunder.under this agreement, and execution and delivery of this agreement and performance by it of its obligations under this agreement have been duly authorized by the Buyer’s board of directors and no other proceedings on the part of the Buyer are necessary with respect thereto;
(b2) This Agreement this agreement has been duly authorized, executed, executed and delivered by the Buyer and is constitutes a valid and binding obligation of the Buyer agreement, enforceable in accordance with its terms, except as enforcement may be enforceability is limited by (A) any applicable bankruptcy, insolvency and other laws insolvency, reorganization, moratorium, or similar law affecting the creditors’ rights generally, or (B) general principles of creditors generally and except that equitable remedies may be granted solely equity, whether considered in the discretion of a court of competent jurisdiction.proceeding in equity or at law;
(c3) The execution execution, delivery and delivery performance of this Agreement by agreement is in compliance with and does not violate the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation terms of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) any contract or obligation agreement to which the Buyer is a party or by which it or its assets may be the Buyer is bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii4) the by-laws or resolutions authorized capital stock of the directors (or any committee thereof) or shareholder Buyer consists of __________shares of preferred stock, at a par value of $0.001 and ___________shares of common stock, at a par value of $0.001, As of the Buyerdate of this agreement there are ___________shares of Buyer common stock issued and outstanding (excluding the RWS Shares);
(iii5) all of the issued and outstanding shares of Buyer common stock have been duly authorized and are validly issued, fully paid, and nonassessable, and the RWS Shares have been duly authorized and on issuance will be validly issued, fully paid, and nonassessable; and
(6) the Buyer acknowledges that any judgment, decree, order or award resale of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.
(d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge of the BuyerShares is restricted under Rule 144 promulgated under the Securities Act of 1933, threatened against the Buyeras amended.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.
Appears in 1 contract
Sources: Stock Purchase Agreement (51149 Inc)
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer is a corporation continued without share capital created under the Electricity Act (laws of Ontario) , and has the requisite power to enter into this Agreement and to perform its obligations hereunder.hereunder.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.jurisdiction. Draft
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.Buyer.
(d) There are is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings proceeding under any Insolvency Legislation pending against, against or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actionsBuyer or any of its property, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for nor has the Buyer consented to make an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any declaration, filing or registration with, give any notice steps to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as commence a condition to entering into this Agreement have been satisfied.proceeding under Insolvency Legislation.
Appears in 1 contract
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:Draft
(a) The Buyer is a corporation continued without share capital created under the Electricity Act (laws of Ontario) , and has the requisite power to enter into this Agreement and to perform its obligations hereunder.hereunder.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.jurisdiction.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; oror
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.Regulations,
(d) There are is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings proceeding under any Insolvency Legislation pending against, against or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actionsBuyer or any of its property, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for nor has the Buyer consented to make an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any declaration, filing or registration with, give any notice steps to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as commence a condition to entering into this Agreement have been satisfied.proceeding under Insolvency Legislation. Draft
Appears in 1 contract
Sources: E Lt 1 Contract
Representations of the Buyer. The Buyer represents and warrants to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreementeach Seller that:
(a) The Buyer it is a corporation continued duly organized, validly existing and in good standing under the Electricity Act (Ontario) laws of the jurisdiction that governs it, and has the requisite full power and authority to enter into this Agreement carry on its business as now conducted and to perform own its obligations hereunder.assets;
(b) This this Agreement and the Stockholders Agreement, dated as of the date hereof, between the Buyer and the Company (the “Stockholders Agreement”), has been been, and the Assignment and Assumption Agreement will be, duly authorized, executed, and validly executed and delivered by it, and, assuming the Buyer due execution and delivery thereof by each other party thereto, is a valid and binding obligation of the Buyer it enforceable against it in accordance with its terms, except as enforcement such enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion by general principles of a court of competent jurisdiction.equity;
(c) The it has full corporate power and authority to enter into this Agreement, the Stockholders Agreement and the Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and thereby, including to purchase, acquire and accept from the Sellers all right, title and interest in and to the Purchased Interests;
(d) the execution and delivery of this Agreement, the Stockholders Agreement and the Assignment and Assumption Agreement by it and the Buyer performance by it of its obligations hereunder and thereunder and the consummation of the transactions contemplated by this Agreement hereby and thereby, will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer undernot:
(i) conflict with or violate its organizational documents;
(ii) require any contract consent, approval, order or obligation authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and (A) any filings required to be made with the SEC under the Securities Act or the Exchange Act; and (B) the compliance with and filings and/or notices under the HSR Act) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby; provided, however, that no representation or warranty is made with respect to any of the foregoing which the Buyer may be required to obtain, give or make as a result of the specific legal or regulatory status of any Seller or any of its affiliates or as a result of any other facts that specifically relate to any Seller or any of its affiliates; provided, further, however, that no representation or warranty is made regarding the Cable Communications Act of 1984, as amended, the rules and regulations of the FCC, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, as amended, local or municipal Law or the rules and regulations of any public utility commission;
(iii) require, on the part of it, any consent by or approval of or notice to any other person or entity (other than a Governmental Entity), the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby; or
(iv) result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict with, or the acceleration of (or the creation in any person of any right to cause the acceleration of) any performance of any obligation or any increase in any payment required by, or the termination, suspension, modification, impairment or forfeiture (or the creation in any person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges of it under (x) any Contract or any Judgment to which it is a party or by or to which it it, its properties or its assets may be boundsubject, except for such defaults bound or conflicts as to which requisite waivers affected or consents have been obtained;
(iiy) any applicable Law, assuming all required filings are made under the by-laws or resolutions of the directors HSR Act and any waiting period (or and any committee extension thereof) under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions contemplated hereby shall have expired or shareholder of been terminated, in each case, other than any such Violations as would not, either individually or in the Buyer;
(iii) any judgmentaggregate, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect material adverse effect on the Buyer.
(d) There are ’s ability to consummate the transactions contemplated hereby; provided, however, that no bankruptcyrepresentation or warranty is made regarding the Cable Communications Act of 1984, insolvencyas amended, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge rules and regulations of the BuyerFCC, threatened against the Buyer.Communications Act of 1934, as amended, the Telecommunications Act of 1996, as amended, local or municipal Law or the rules and regulations of any public utility commission;
(e) There are as of the date hereof, there is no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, Proceeding pending or, to its knowledge, threatened, against it relating to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.transactions contemplated by this Agreement;
(f) All requirements for the Buyer will have at the Closing sufficient funds to make any declarationconsummate the purchase of the Purchased Interests hereunder;
(g) it is (i) acquiring the Purchased Interests solely for its own account for investment purposes and not with a view to, filing or registration for offer or sale in connection with, give any notice distribution thereof, and Buyer acknowledges that the Purchased Warrants are not registered under the Securities Act or any state securities laws, and that the Purchased Warrants may not be transferred or sold except pursuant to the registration provisions of the Securities Act or obtain pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable, and (ii) relying on its own due diligence and review of the Company, its operations and financial condition, and acknowledges that none of the Sellers makes any licencerepresentation or warranty of any kind, permitand specifically makes no representation or warranty of any kind regarding the business, certificateoperations or financial condition of the Company, registrationin each case, authorizationother than those set forth in this Agreement; and
(h) as of the date hereof, consent or approval ofeach of the persons set forth on Schedule 1.3(h) (each, any Governmental Authority a “Buyer Designee”) is qualified to serve as a condition member of the Board of Directors under the Company’s Corporate Governance Guidelines as in effect on the date hereof;
(i) it is not bound by or subject to entering into any Contract with any person which will result in any Seller being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement have been satisfiedor the consummation of the transactions contemplated hereby; and
(j) no shares of Common Stock or securities that are convertible, exchangeable or exercisable into Common Stock are beneficially owned (as defined by Rule 13d-3 under the Exchange Act) by the Buyer or any of its controlled affiliates other than the Purchased Interests to be acquired at the Closing.
Appears in 1 contract
Representations of the Buyer. The Buyer hereby represents and warrants to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this AgreementSeller that:
(a) The Buyer is a corporation continued duly organized, validly existing and in good standing under the Electricity Act (Ontario) laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands and has the requisite full power and authority to enter into own its assets and conduct its business.
(b) The Buyer has all necessary power and authority to execute, deliver and perform this Agreement and any other agreements contemplated hereby and has taken all necessary action to consummate the transactions contemplated hereby and to perform its obligations hereunderhereunder and thereunder. No further action on the part of the Buyer is required in connection with the execution, delivery and performance of this Agreement.
(bc) This Agreement The Buyer has been duly authorized, executed, executed and delivered by the Buyer this Agreement and is this Agreement constitutes a valid and binding obligation agreement of the Buyer Buyer, enforceable in accordance with its terms, except as enforcement the same may be limited by bankruptcyapplicable insolvency, insolvency and bankruptcy or other laws affecting the creditors’ rights generally or by general principles of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdictionlaw.
(cd) The execution and delivery of this Agreement by the Buyer and the agreements contemplated hereby do not, and consummation of the transactions contemplated by and performance of this Agreement and the agreements contemplated hereby will not not, result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) a violation of or a conflict with any contract provision of the formation or obligation governing documents of the Buyer; (ii) a breach or default under any contract, agreement, lease, commitment, license, franchise, or permit to which the Buyer is a party or by which it or its assets may be are subject or bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;
; (iii) a violation of any statute, rule, regulation, ordinance, order, judgment, decreewrit, order injunction, or award of any Governmental Authority decree to which the Buyer or arbitrator;
its assets are subject or bound; or (iv) an imposition of any licenceliens, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws encumbrances and Regulations, that could have a Material Adverse Effect adverse claims on the BuyerBuyer or on any of its assets.
(d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.
Appears in 1 contract
Sources: Option Agreement (Navios Maritime Midstream Partners LP)
Representations of the Buyer. The Each of the Buyer and Parent, severally and not jointly, represents and warrants to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this AgreementSeller that:
(a) The Buyer it is a corporation continued duly organized, validly existing and in good standing under the Electricity Act (Ontario) Laws of the jurisdiction that governs it, and has the requisite full power and authority to enter into this Agreement carry on its business as now conducted and to perform own its obligations hereunder.assets;
(b) This this Agreement has been duly authorized, executed, and validly executed and delivered by it, and, assuming the Buyer due execution and delivery thereof by the Seller and Alico Parent, is a valid and binding obligation of the Buyer it enforceable against it in accordance with its terms, except as enforcement such enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium and other laws similar Laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion by general principles of a court of competent jurisdiction.equity;
(c) The it has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby, including, with respect to the Buyer, to purchase, acquire and accept from the Seller all right, title and interest in and to the Purchased Shares;
(d) the execution and delivery of this Agreement by it and the Buyer performance by it of its obligations hereunder and thereunder and the consummation of the transactions contemplated by this Agreement hereby and thereby, will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer undernot:
(i) conflict with or violate its organizational documents;
(ii) require any contract consent, waiver, approval, order or obligation authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby;
(iii) require, on the part of it, any consent or waiver by or approval of or notice to any other person or entity (other than a Governmental Entity), the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby; or
(iv) result (with or without notice, lapse of time or otherwise) in a Violation under (x) any Contract or any Judgment to which the Buyer it is a party or by or to which it it, its properties or its assets may be boundsubject, except for bound or affected or (y) any applicable Law, other than any such defaults Violation as would not, either individually or conflicts in the aggregate, have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby;
(e) as of the date hereof, there is no Proceeding pending or, to actual knowledge, after reasonable inquiry, of the individuals set forth on Schedule 1.3(e) (the “Knowledge of the Buyer”), threatened, against it relating to the transactions contemplated by this Agreement which would, either individually or in the aggregate, have a material adverse effect on the Buyer’s ability to consummate the transactions contemplated hereby;
(f) (i) on or prior to the date of this Agreement, the Buyer has delivered to the Seller complete and correct copies of a fully executed debt commitment letter from the lender parties set forth on Schedule 1.3(f)(i), including all exhibits, schedules, annexes and amendments thereto, including without limitation, term sheets, all in effect as of the date of this Agreement (the “Commitment Letter”) and any related fee letter (a “Fee Letter”) in effect as of the date of this Agreement (the “Commitment Letter” and any Fee Letter, collectively the “Debt Commitment Letters”) pursuant to which requisite waivers or consents the parties thereto (other than the Buyer) have been obtained;
agreed to provide the Buyer with debt financing on the terms set forth therein (the “Debt Financing”), and fully executed equity subscription agreements from the persons set forth on Schedule 1.3(f)(ii), including all exhibits, schedules, annexes and amendments thereto, including without limitation, term sheets, all in effect as of the date of this Agreement (the “Equity Agreements” and, together with the Debt Commitment Letters, the “Financing Commitment Letters”) from the investor parties thereto pursuant to which the investor parties thereto (other than the Buyer) have agreed to invest in the Buyer on the terms set forth therein (the “Cash Equity Financing” and, together with the Debt Financing, the “Financing”); (ii) the byFinancing, when funded in accordance with the Financing Commitment Letters will provide the Buyer with sufficient funds at the Closing Date to enable it (x) to consummate the Share Purchase (provided, that the Cash Equity Financing, when funded in accordance with the Equity Agreements, will provide the Buyer with sufficient funds at the Closing Date to pay the Purchase Price without regard to Debt Financing), (y) to pay all out-laws of-pocket expenses incurred by the Buyer in connection with the transactions contemplated by this Agreement, including any commitment or resolutions other fees required to be paid under the Financing Commitment Letters, and (z) to satisfy all of its other obligations under this Agreement; and (iii) as of the directors date of this Agreement, (A) none of the Financing Commitment Letters have been amended, restated, supplemented or otherwise modified or any committee thereofprovisions therein waived, (B) the respective commitments contained in the Financing Commitment Letters have not been withdrawn or shareholder rescinded in any respect and the Buyer has not received notice that withdrawal or rescission thereof is contemplated, (C) each of the Financing Commitment Letters is in full force and effect and is a legal, valid and binding obligation of the Buyer and, to the Knowledge of the Buyer;
(iii) any judgment, decreethe other parties thereto, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held except as enforcement may be limited by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.
(d) There are no applicable bankruptcy, insolvency, reorganization, receivershipmoratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law), seizureand (D) no event has occurred which, realizationwith or without notice, arrangement lapse of time or both, would or would reasonably be expected to (1) constitute a default or breach on the part of the Buyer under any term or condition of any Financing Commitment Letter, (2) constitute or result in a failure to satisfy a condition precedent or other similar proceedings pending againstcontingency set forth in any of the Financing Commitment Letters, (3) make any of the assumptions or any of the statements set forth in the Financing Commitment Letters inaccurate in any material respect or (4) otherwise result in any portion of the Financing not being available. As of the date of this Agreement, the Buyer has not received any notice or other communication from any party to any of the Financing Commitment Letters with respect to (i) any actual or potential breach or default on the part of the Buyer or any other party to any of the Financing Commitment Letters, (ii) any actual or potential failure to satisfy any condition precedent or other contingency set forth in any of the Financing Commitment Letters or (iii) any intention of such party to terminate any of the Financing Commitment Letters or to not provide all or any portion of the Financing. The Buyer (both before and after giving effect to any “market flex” provisions contained in the Financing Commitment Letters): (i) has no reason to believe it will not be able to satisfy on a timely basis each term and condition relating to the closing or funding of the Financing; (ii) knows of no fact, occurrence, circumstance or condition that would reasonably be expected to (A) cause any of the Financing Commitment Letters to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective, (B) cause any of the terms or conditions relating to the closing or funding of any portion of the Financing not to be met or complied with, or being (C) otherwise cause the full amount (or any portion) of the funds contemplated to be available under the Financing Commitment Letters to not be available to the Buyer on a timely basis (and in any event as of the Closing); and (iii) knows of no potential impediment to the funding of any of the payment obligations of the Buyer under this Agreement. The Buyer has fully paid any and all commitment fees or other fees or deposits required by the Financing Commitment Letters to be paid on or before the date of this Agreement, and the Buyer will pay when due all other commitment or other fees arising under the Financing Commitment Letters as and when they become payable. There are no conditions to the obligations of the (i) lenders party to the Debt Commitment Letters other than those set forth in the Debt Commitment Letters or (ii) investors party to the Equity Agreements other than those set forth in the Equity Agreements;
(g) the Buyer (i) is acquiring the Purchased Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof, (ii) acknowledges that the Purchased Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and that the Purchased Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable, (iii) is relying on its own due diligence and review of the Company, its operations and financial condition, and acknowledges that none of the Seller or its Affiliates, the Company or its Affiliates or any of their respective representatives makes any representation or warranty of any kind regarding the business, operations or financial condition of the Company (or any of its subsidiaries), and (iv) acknowledges that, except for the representations and warranties of the Seller expressly set forth in Section 1.2, none of the Seller or any of its Affiliates, the Company or any of its Affiliates or any of their respective representatives makes any express or implied representation or warranty on behalf of the Seller, the Company or any of their respective Affiliates in connection with the transactions contemplated by this Agreement or otherwise;
(h) the Buyer is a newly created limited liability company and each of its investors holds less than fifty percent (50%) of the Buyer’s interests. The Buyer does not have a balance sheet, operations or any sales revenues. Further, the Buyer has no assets, other than the cash that will be provided by lenders and investors at the Closing to fund the obligations of the Buyer hereunder and the Buyer’s transaction expenses; and
(i) except for S▇▇▇▇▇▇▇ Inc., no agent, broker, investment banker or other firm or person is or will be entitled to receive any broker’s or finder’s fee or any other commission or similar fee in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby based on arrangements made by the Buyer or, to the knowledge or any of the Buyer, threatened against the Buyerits Affiliates.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.
Appears in 1 contract
Sources: Stock Purchase Agreement (Atlantic Blue Group, Inc.)
Representations of the Buyer. The Buyer represents and warrants to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreementeach Seller that:
(a) The Buyer it is a corporation continued duly organized, validly existing and in good standing under the Electricity Act (Ontario) laws of the jurisdiction that governs it, and has the requisite full power and authority to enter into this Agreement carry on its business as now conducted and to perform own its obligations hereunder.assets;
(b) This this Agreement and the Stockholders Agreement, dated as of the date hereof, between the Buyer and the Company (the “Stockholders Agreement”), has been been, and the Assignment and Assumption Agreement will be, duly authorized, executed, and validly executed and delivered by it, and, assuming the Buyer due execution and delivery thereof by each other party thereto, is a valid and binding obligation of the Buyer it enforceable against it in accordance with its terms, except as enforcement such enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion by general principles of a court of competent jurisdiction.equity;
(c) The it has full corporate power and authority to enter into this Agreement, the Stockholders Agreement and the Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and thereby, including to purchase, acquire and accept from the Sellers all right, title and interest in and to the Purchased Interests;
(d) the execution and delivery of this Agreement, the Stockholders Agreement and the Assignment and Assumption Agreement by it and the Buyer performance by it of its obligations hereunder and thereunder and the consummation of the transactions contemplated by this Agreement hereby and thereby, will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer undernot:
(i) conflict with or violate its organizational documents;
(ii) require any contract consent, approval, order or obligation authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and (A) any filings required to be made with the SEC under the Securities Act or the Exchange Act; and (B) the compliance with and filings and/or notices under the HSR Act) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the Buyer's ability to consummate the transactions contemplated hereby; provided, however, that no representation or warranty is made with respect to any of the foregoing which the Buyer may be required to obtain, give or make as a result of the specific legal or regulatory status of any Seller or any of its affiliates or as a result of any other facts that specifically relate to any Seller or any of its affiliates; provided, further, however, that no representation or warranty is made regarding the Cable Communications Act of 1984, as amended, the rules and regulations of the FCC, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, as amended, local or municipal Law or the rules and regulations of any public utility commission;
(iii) require, on the part of it, any consent by or approval of or notice to any other person or entity (other than a Governmental Entity), the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the Buyer's ability to consummate the transactions contemplated hereby; or
(iv) result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict with, or the acceleration of (or the creation in any person of any right to cause the acceleration of) any performance of any obligation or any increase in any payment required by, or the termination, suspension, modification, impairment or forfeiture (or the creation in any person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges of it under (x) any Contract or any Judgment to which it is a party or by or to which it it, its properties or its assets may be boundsubject, except for such defaults bound or conflicts as to which requisite waivers affected or consents have been obtained;
(iiy) any applicable Law, assuming all required filings are made under the by-laws or resolutions of the directors HSR Act and any waiting period (or and any committee extension thereof) under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions contemplated hereby shall have expired or shareholder of been terminated, in each case, other than any such Violations as would not, either individually or in the Buyer;
(iii) any judgmentaggregate, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect material adverse effect on the Buyer.
(d) There are 's ability to consummate the transactions contemplated hereby; provided, however, that no bankruptcyrepresentation or warranty is made regarding the Cable Communications Act of 1984, insolvencyas amended, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge rules and regulations of the BuyerFCC, threatened against the Buyer.Communications Act of 1934, as amended, the Telecommunications Act of 1996, as amended, local or municipal Law or the rules and regulations of any public utility commission;
(e) There are as of the date hereof, there is no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, Proceeding pending or, to its knowledge, threatened, against it relating to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.transactions contemplated by this Agreement;
(f) All requirements for the Buyer will have at the Closing sufficient funds to make any declarationconsummate the purchase of the Purchased Interests hereunder;
(g) it is (i) acquiring the Purchased Interests solely for its own account for investment purposes and not with a view to, filing or registration for offer or sale in connection with, give any notice distribution thereof, and Buyer acknowledges that the Purchased Warrants are not registered under the Securities Act or any state securities laws, and that the Purchased Warrants may not be transferred or sold except pursuant to the registration provisions of the Securities Act or obtain pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable, and (ii) relying on its own due diligence and review of the Company, its operations and financial condition, and acknowledges that none of the Sellers makes any licencerepresentation or warranty of any kind, permitand specifically makes no representation or warranty of any kind regarding the business, certificateoperations or financial condition of the Company, registrationin each case, authorizationother than those set forth in this Agreement; and
(h) as of the date hereof, consent or approval ofeach of the persons set forth on Schedule 1.3(h) (each, any Governmental Authority a “Buyer Designee”) is qualified to serve as a condition member of the Board of Directors under the Company's Corporate Governance Guidelines as in effect on the date hereof;
(i) it is not bound by or subject to entering into any Contract with any person which will result in any Seller being obligated to pay any finder's fees, brokerage or agent's commissions or other like payments in connection with the negotiations leading to this Agreement have been satisfiedor the consummation of the transactions contemplated hereby; and
(j) no shares of Common Stock or securities that are convertible, exchangeable or exercisable into Common Stock are beneficially owned (as defined by Rule 13d-3 under the Exchange Act) by the Buyer or any of its controlled affiliates other than the Purchased Interests to be acquired at the Closing.
Appears in 1 contract
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer is a corporation continued under an electric distribution company regulated by the Electricity Act (Ontario) DPUC and has the requisite power to enter into this Agreement and to perform its obligations hereunder. The executed Agreement, however, is subject to final approval by the DPUC.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdictionBankruptcy.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) a. any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) b. the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;
(iii) c. any judgment, decree, order or award of any Governmental Authority Agency or arbitrator;
(iv) d. any licencelicense, permitPermit, approval, consent or authorization held by the Buyer; or
(v) e. any Laws and Regulations, Law that could reasonably expect to have a Material Adverse Effect material adverse effect on the Buyer or the Buyer’s performance of its obligations under this Agreement.
(d) There are is no bankruptcyBankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority Government Agency or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, Buyer that could reasonably expect to have a Material Adverse Effect material adverse effect on the Buyer or the Buyer’s ability to perform its obligations under this Agreement, except for any appeals arising from the regulatory approvals of this Agreement unless the Court stays the implementation of the Agreement.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licencelicense, permitPermit, certificate, registration, authorization, consent or approval of, any Governmental Authority regulatory authority as a condition to entering into this Agreement have been satisfied.
Appears in 1 contract
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer is a corporation continued without share capital created under the Electricity Act (laws of Ontario) , and has the requisite power to enter into this Agreement and to perform its obligations hereunder.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.. Draft
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.
(d) There are is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings proceeding under any Insolvency Legislation pending against, against or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the BuyerBuyer or any of its property, nor has the Buyer consented to an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any steps to commence a proceeding under Insolvency Legislation.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.
(g) The Buyer is in compliance with all Laws and Regulations other than acts of non- compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Buyer or on its obligations under this Agreement.
Appears in 1 contract
Sources: Long Term Capacity Services Contract
Representations of the Buyer. The Buyer represents to the Supplier as follows, follows and acknowledges that the Supplier is relying on such representations in entering into this Agreement:: York Region DR Contract Released November 30, 2005
(a) The Buyer that was the original counterparty to this Agreement is a corporation continued under the Electricity Act ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (Ontario) and has the requisite power to enter into this Agreement and to perform its obligations hereunder.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.
(d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that Buyer which could have a Material Adverse Effect on the Buyer.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, of any Governmental Authority as a condition to entering into this Agreement have been satisfied.. York Region DR Contract Released November 30, 2005
Appears in 1 contract
Sources: Demand Response Contract
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer is a corporation continued under the Electricity Act (Ontario) and has the requisite power to enter into this Agreement and to perform its obligations hereunder. The executed Agreement, however, is subject to final approval by the NJBPU.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdictionBankruptcy.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) 1. any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) 2. the by-laws or resolutions of the directors (or any committee thereof) or shareholder shareholders of the Buyer;
(iii) 3. any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) 4. any licencelicense, permitPermit, approval, consent or authorization held by the Buyer; or
(v) 5. any Laws and Regulations, Law that could reasonably expect to have a Material Adverse Effect material adverse effect on the Buyer or the Buyer's performance of its obligations under this Agreement.
(d) There are is no bankruptcyBankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Government Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, Buyer that could reasonably expect to have a Material Adverse Effect material adverse effect on the Buyer or the Buyer's ability to perform its obligations under this Agreement.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licencelicense, permitPermit, certificate, registration, authorization, consent or approval of, any Governmental Authority regulator}- authority as a condition to entering into this Agreement have been satisfied.
Appears in 1 contract
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer is a corporation continued without share capital created under the Electricity Act (laws of Ontario) , and has the requisite power to enter into this Agreement and to perform its obligations hereunder.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.
(d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.
(g) The Buyer is in compliance with all Laws and Regulations other than acts of non- compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Buyer or on its obligations under this Agreement.
Appears in 1 contract
Sources: Medium Term Capacity Contract
Representations of the Buyer. The Buyer and Liberty, severally and not jointly, represents and warrants to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreementeach Seller that:
(a) The Buyer it is a corporation continued duly organized, validly existing and in good standing under the Electricity Act (Ontario) laws of the jurisdiction that governs it, and has the requisite full power and authority to enter into this Agreement carry on its business as now conducted and to perform own its obligations hereunder.assets
(b) This this Agreement has been duly authorized, executed, and validly executed and delivered by it, and, assuming the Buyer due execution and delivery thereof by each Seller, is a valid and binding obligation of the Buyer it enforceable against it in accordance with its terms, except as enforcement such enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion by general principles of a court of competent jurisdiction.equity;
(c) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including, with respect to the Buyer, to purchase, acquire and accept from the Sellers all right, title and interest in and to the Purchased Shares;
(d) The execution and delivery of this Agreement by it and the Buyer performance by it of its obligations hereunder and the consummation of the transactions contemplated by this Agreement hereby, will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer undernot:
(i) conflict with or violate the organizational documents of it;
(ii) require any contract consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and any filings required to be made with the U.S. Securities and Exchange Commission under Regulation 13D or Section 16 of the Securities Exchange Act of 1934, as amended) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;
(iii) require, on the part of it, any consent by or approval of or notice to any other person or entity (other than a Governmental Entity), the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby; or
(iv) result (with or without notice, lapse of time or otherwise) in (A) a breach of the terms or conditions of, a default under, a conflict with, or the acceleration of (or the creation in any person of any right to cause the acceleration of) any performance of any obligation or any increase in any payment required by, or the termination, suspension, modification, impairment or forfeiture (or the creation in any person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges of it under (x) any Contract or any Judgment to which the Buyer it is a party or by or to which it it, its properties or its assets may be boundsubject, except for such defaults bound or conflicts as to which requisite waivers affected or consents have been obtained;
(iiy) any applicable Law or (B) the by-laws creation, imposition, or resolutions foreclosure of or right to exercise or foreclose any lien or restriction of any nature whatsoever upon or in any of the directors assets of it, in each case of (A) and (B) that would, individually or any committee thereof) or shareholder of in the Buyer;
(iii) any judgmentaggregate, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect material adverse effect on the Buyer.
(d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being transactions contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.hereby;
(e) There are as of the date hereof, there is no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, Proceeding pending or, to its knowledge, threatened, against it relating to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.transactions contemplated by this Agreement;
(f) All requirements for it is not bound by or subject to any Contract with any person which will result in any Seller being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby;
(g) with respect to the Buyer, the Buyer has available to make it, and will have at the Closing, sufficient funds to consummate the purchase of the Purchased Shares hereunder; and
(h) it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any declarationrepresentation or warranty of any kind, filing and specifically makes no representation or registration withwarranty of any kind regarding the business, give any notice to operations, financial condition or obtain any licenceprospects of the Company, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into other than those set forth in this Agreement have been satisfiedAgreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Liberty Interactive Corp)
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:: Draft
(a) The Buyer is a corporation continued without share capital created under the Electricity Act (laws of Ontario) , and has the requisite power to enter into this Agreement and to perform its obligations hereunder.hereunder.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; or
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.
(d) There are is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings proceeding under any Insolvency Legislation pending against, against or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actionsBuyer or any of its property, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for nor has the Buyer consented to make an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any declaration, filing or registration with, give any notice steps to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as commence a condition to entering into this Agreement have been satisfiedproceeding under Insolvency Legislation.
Appears in 1 contract
Sources: E Lt 1 Contract
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer is a corporation continued without share capital created under the Electricity Act (laws of Ontario) , and has the requisite power to enter into this Agreement and to perform its obligations hereunder.hereunder.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.jurisdiction.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; oror
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.Regulations,
(d) There are is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings proceeding under any Insolvency Legislation pending against, against or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.
(e) There are no actionsBuyer or any of its property, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.
(f) All requirements for nor has the Buyer consented to make an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any declaration, filing or registration with, give any notice steps to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as commence a condition to entering into this Agreement have been satisfied.proceeding under Insolvency Legislation.
Appears in 1 contract
Sources: E Lt 1 Contract
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer is a corporation continued without share capital created under the Electricity Act (laws of Ontario) , and has the requisite power to enter into this Agreement and to perform its obligations hereunder.hereunder.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.jurisdiction.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:under: Draft
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; oror
(v) any Laws and Regulations, that could have a Material Adverse Effect on the Buyer.Regulations,
(d) There are is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings proceeding under any Insolvency Legislation pending against, against or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.Buyer or any of its property, nor has the Buyer consented to an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any steps to commence a proceeding under Insolvency Legislation.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.Buyer.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.satisfied.
(g) The Buyer is in compliance with all Laws and Regulations other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Buyer or on its obligations under this Agreement.
Appears in 1 contract
Sources: E Lt 1 Contract
Representations of the Buyer. The Buyer represents to the Supplier as follows, and acknowledges that the Supplier is relying on such representations in entering into this Agreement:
(a) The Buyer is a corporation continued without share capital created under the Electricity Act (laws of Ontario) , and has the requisite power to enter into this Agreement and to perform its obligations hereunder.hereunder.
(b) This Agreement has been duly authorized, executed, and delivered by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted solely in the discretion of a court of competent jurisdiction.jurisdiction.
(c) The execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Buyer under:under:
(i) any contract or obligation to which the Buyer is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;obtained;
(ii) the by-laws or resolutions of the directors (or any committee thereof) or shareholder of the Buyer;Buyer;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Buyer; oror Draft
(v) any Laws and Regulations, Regulations, that could have a Material Adverse Effect on the Buyer.
(d) There are is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings proceeding under any Insolvency Legislation pending against, against or being contemplated by the Buyer or, to the knowledge of the Buyer, threatened against the Buyer.Buyer or any of its property, nor has the Buyer consented to an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any steps to commence a proceeding under Insolvency Legislation.
(e) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Buyer, threatened against the Buyer, that could have a Material Adverse Effect on the Buyer.Buyer.
(f) All requirements for the Buyer to make any declaration, filing or registration with, give any notice to or obtain any licence, permit, certificate, registration, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfiedsatisfied.
(g) The Buyer is in compliance with all Laws and Regulations other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Buyer or on its obligations under this Agreement.
Appears in 1 contract