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Province of Quebec. With respect to real or tangible personal property located in the Province of Quebec, (a) the terms "real property", "personal property" and "real and personal property" and words of similar import shall be deemed to also refer to "immovable property", "movable property" and "immovable and movable property". The terms "tangible" and "intangible" and words of similar import shall be deemed to also refer to "corporeal" and "incorporeal".
Province of Quebec. Notwithstanding Section 12.1, if the Licensee is located in the Province of Quebec, Canada then this XXXX shall be governed by and construed under the laws of the Province of Quebec, and the federal laws of Canada applicable therein, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this XXXX. The governing language for this XXXX shall be English, and no concurrent or subsequent translation of this XXXX into any language shall modify any term of this XXXX. All documents and communications contemplated thereby or relating thereto shall be drawn up in the English language. Les parties confirment avoir requis que cet accord, ainsi que tous les documents et communications qui y sont relatifs soient rédigés en Anglais. Any claim arising out of or relating to this XXXX, or the breach thereof, shall be settled by the provisions of Book Seven of the Code of Civil Procedure of the Province of Quebec and regulations thereunder, as amended from time to time. The arbitral panel shall be composed of three arbitrators, appointed as follows: each party shall appoint an arbitrator, and the two arbitrators so appointed shall appoint a third arbitrator who shall act as president of the tribunal. The place of arbitration shall be Montreal, Province of Quebec, Canada. The language of the arbitration shall be in French if the arbitration is conducted in Montreal. The arbitration award shall be final and binding on the parties hereto. Each party shall bear its own costs relating to such arbitration, the parties shall equally share the arbitrators’ fees, and the arbitration and all related proceedings and discovery shall take place pursuant to a protective order entered by the arbitrators that adequately protects the confidential nature of the parties’ proprietary and confidential information. In no event shall any arbitration award provide a remedy beyond those permitted under this XXXX, and any award providing a remedy beyond those permitted under this XXXX shall not be confirmed, no presumption of validity shall attach, and such award shall be vacated. No claim may be brought as a class action, combined or consolidated with any other proceeding, nor may any proceeding be pursued in a representative capacity or on behalf of a class. Neither party has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Ei...
Province of Quebec. For the purposes of holding any security granted by the Canadian Borrower or any other Loan Party pursuant to the laws of the Province of Quebec, each Secured Party hereby irrevocably appoints and authorizes the Administrative Agent to act as the hypothecary representative (i.e. “fondé de pouvoir”) (in such capacity, the “Hypothecary Representative”) of the Secured Parties as contemplated under Article 2692 of the Civil Code of Québec, and to enter into, to take and to hold on its behalf, and for its benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Hypothecary Representative under any hypothec. The Hypothecary Representative shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to it pursuant to any hypothec, pledge, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Secured Parties, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec or pledge on such terms and conditions as it may determine from time to time. Any person who becomes a Secured Party shall, by its execution of an Assignment and Acceptance, be deemed to have consented to and confirmed the Administrative Agent as the hypothecary representative as aforesaid and to have ratified, as of the date it becomes a Secured Party, all actions taken by the Hypothecary Representative in such capacity. The substitution of the Administrative Agent pursuant to the provisions of this Article 9.11 shall also constitute the substitution of the Hypothecary Representative.
Province of Quebec. Promptly following the date on which the value of the equipment, inventory and other tangible personal property of the Loan Parties located in the Province of Quebec (as determined in the good faith judgment of the Borrower) exceeds $500,000 in the aggregate, (i) notify the Administrative Agent of such occurrence and (ii) cause the applicable Loan Parties to execute and deliver Collateral Documents in form and substance satisfactory to the Administrative Agent to the extent necessary to create first priority perfected Liens in the equipment, inventory and other tangible personal property of the Loan Parties located in the Province of Quebec in favor of the Administrative Agent to secure the Obligations (which Liens are superior in right to any other Person (subject to Permitted Liens)) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions, and favorable opinions of counsel to such Persons all in form, content and scope reasonably satisfactory to the Administrative Agent.
Province of Quebec. No Obligor shall acquire or maintain any property in the Province of Quebec that is valued in an aggregate amount in excess of $1,000,000 unless such Obligor provides the Lenders with a first priority perfected security interest pursuant to the laws thereunder.
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Province of Quebec. 3 - The classes and any maximum number of shares that the corporation is authorized to issue Catégories et le nombre maximal d'actions que la société est autorisée à émettre Unlimited number of common shares and an unlimited number of preferred shares issuable in series. See attached Annex "A" _________________________________________________________________________________________ 4 -- Restrictions, if any, on share transfers Restrictions sur le transfert des actions, s'il y a lieu ________________________________________________________________________________________________ 5 -- Number (or minimum and maximum number) of directors Nombre (ou nombre minimal et maximal) d'administrateurs Minimum: 3 Maximum: 15
Province of Quebec. For all purposes pursuant to which the interpretation or construction of this PA may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (1) “security” shall include “hypothec” and “security interest” shall include a “movable hypothec without delivery”, (2) all references to filing, registering or recording under the Personal Property Security Act (Ontario) shall include publication under the Civil Code of Quebec, (3) any “apply to it what we owe”, “apply them against the unpaid portion”, “set-off” or similar expression shall include a “right of compensation”, (4) an “attorney” shall include a “mandatary”, (5) “receivership” shall include “sequestration” and “seizure”, (6) “loss payments” shall include “indemnities”, (7) “loss payee” shall include “beneficiary” and “hypothecary creditor”, (8) “collection fees” shall include “recovery fees”, (9) “joint and several” shall include “solidary”, (10) “right to demand payment in full” shall include “the loss of the benefit of the term”. For the purposes of section 14 (Security Interest), to secure the performance of our obligations hereunder, we grant Imperial PFS Canada a movable hypothec without delivery in any interest we have in all unearned premiums, all dividends and all loss payments which reduce the unearned premiums under the Policies and all provincial or federal sales tax or other refunds, the whole up to an amount equal to the Balance plus Plan Cost multiplied by 1.25, with interest thereon at the rate of 25% par annum as of the date hereof. We and our authorized Agent or Broker, hereby represent and warrant that the Insurance Companies have not received any notice of assignment or hypothec under Article 2479.1 of the Civil Code of Quebec from any person (other than Imperial PFS Canada), prior to the Effective Date of this PA, in respect of the Policies hereunder, and we hereby further agree to cause such Insurance Companies to so confirm in writing to Imperial PFS Canada.
Province of Quebec. The Agent shall, and the Lenders authorize and direct the Agent to, from time to time, execute and deliver, at the cost of the Borrower, all such discharges, releases and other documents as the Borrower may reasonably request to give effect to such releases.
