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Acquiror’s Representations and Warranties Sample Clauses

Acquiror’s Representations and WarrantiesThe Acquiror’s representations and warranties set forth in Section 2.1 shall be true and correct as if made again on the Closing Date.
Acquiror’s Representations and Warranties. Acquiror represents and warrants to Transferor as follows:
Acquiror’s Representations and Warranties. The representations and warranties of Acquiror herein contained shall be true and correct in all material respects on the Effective Date and on the Closing Date as though made on such date.
Acquiror’s Representations and Warranties. The representations and warranties of Acquiror in this Agreement shall be true and correct, subject to Section 5.02, as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date or time, in which case such representations and warranties shall be true and correct as of such earlier date or time) as of the Closing Date as though made on and as of the Closing Date; and the Company shall have received a certificate, dated the Closing Date, signed on behalf of Acquiror by the Chief Executive Officer of Acquiror to that effect.
Acquiror’s Representations and Warranties. Acquiror represents and warrants that: (a) as of the Effective Date and immediately prior to the issuance of the New Consideration Shares to the Corporation, the only securities issued and outstanding in the authorized capital of the Acquiror, calculated on a non-diluted and fully-diluted basis, will be an aggregate of 78,000,000 class A voting common shares in the authorized capital of Acquiror; (b) on the Effective Date, the New Consideration Shares will be validly issued, fully paid, and non-assessable shares in the authorized capital of the Acquiror; (c) on the Effective Date, the Corporation will become the legal and beneficial owner of the New Consideration Shares and will own the New Consideration Shares free and clear of any pledges, liens, charges, adverse claims or encumbrances of any kind or character whatsoever; (d) no Person, other than the Corporation pursuant to this Agreement, has any agreement or option or any right capable of becoming an agreement or option to acquire the New Consideration Shares; (e) no shareholder, director, debtholder or other third party consents, approvals or authorizations of any nature are required to be obtained in connection with the transactions contemplated by this Agreement that have not yet been obtained; (f) the Acquiror will retain, throughout the Term, the right to grant, transfer and convey the rights granted, transferred, and conveyed to the Corporation hereunder; (g) neither the execution and delivery of this Agreement nor the issuance of the New Consideration Shares in accordance with the provisions of this Agreement constitute a default under, or result in a contravention or breach of: (i) any applicable Law; or (ii) any agreement or instrument to which the Acquiror is a party or by which it is bound; and (h) the Acquiror is not a non-Canadian resident as contemplated by the ITA.
Acquiror’s Representations and Warranties. Acquiror hereby makes the following representations and warranties to the Transferor, each of which Acquiror represents to be true and correct on the date hereof, and (except as the Acquiror may notify the Transferor in writing prior to Closing) shall be deemed made again as of the Closing Date and represented by the Acquiror to be true and correct on the Closing Date.
Acquiror’s Representations and Warranties. 10 4.1 Organization..............................................10 ------------ 4.2 Stock Ownership...........................................11 --------------- 4.3 Authority and Approval of Agreement.......................11 ----------------------------------- 4.4 No Violations.............................................11 ------------- 4.5 Consents..................................................11 -------- 4.6 Brokerage Fees............................................12 -------------- 4.7 Obligations...............................................12 -----------
Acquiror’s Representations and Warranties. The Acquirors hereby jointly and severally represent and warrant to the Shareholder (and each acknowledges that the Shareholder is relying upon such representations and warranties) that: (a) Parent is a corporation validly subsisting under the laws of Delaware; (b) Sub is an unlimited liability company validly subsisting under the laws of Alberta; (c) each of the Acquirors has the requisite corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereby; and (d) this Agreement has been duly executed and delivered by each of the Acquirors and, assuming the due execution and delivery by the Shareholder, is enforceable in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity.
Acquiror’s Representations and Warranties. Acquiror represents ----------------------------------------- and warrants to Transferor as follows:
Acquiror’s Representations and Warranties. ACQUIROR represents and warrants to TRANSFERORS the following, each of which is true and correct as of the date hereof: