Additional Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Underwriters and acknowledges that the Underwriters are relying upon such representations and warranties in purchasing the Units that: (a) the Corporation and each of the Subsidiaries has been duly incorporated and organized and is validly existing as a corporation under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, as the case may be, and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Corporation or any of the Subsidiaries; (b) the Corporation and each of the Subsidiaries is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification (except for such jurisdictions where the failure to be so qualified would not result in a Material Adverse Effect) and has all requisite corporate power and authority to conduct its business and to own, lease and operate its properties and assets and the Corporation has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture, the Compensation Option Certificates and any other document, filing, instrument or agreement delivered in connection with the Offering; (c) neither the Corporation nor any of the Subsidiaries is: (i) in violation of its constating documents, or (ii) to the knowledge of the Corporation in default of the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, joint venture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound, except in the case of clause (ii) for any such violations or defaults that would not result in a Material Adverse Effect; (d) the Corporation has no direct or indirect material subsidiaries other than the Subsidiaries, nor any investment in any person, which, for the interim period ended September 30, 2017 accounted for more than five percent of the assets or revenues of the Corporation or would otherwise be material to the business and affairs of the Corporation. Except as disclosed in the Offering Documents, the Corporation owns, directly or indirectly, all of the issued and outstanding shares of its Subsidiaries, all of the issued and outstanding shares of the Subsidiaries of the Corporation are issued as fully paid and non-assessable shares, free and clear of all Liens whatsoever, and no person, firm or corporation has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or any of the Subsidiaries of the Corporation of any interest in any of the shares in the capital of the Subsidiaries of the Corporation; (e) other than in respect of certain United States federal laws relating to the cultivation, distribution or possession of marijuana in the United States as disclosed in the Offering Documents and other related judgments, orders or decrees, the Corporation and the Subsidiaries: (i) each conducted and have each been conducting their business in compliance in all material respects with all applicable federal laws, rules and regulations and the laws, rules and regulations of each state and local jurisdiction in which its business is carried on or in which its services are provided and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, rules or regulations, and (ii) are not in breach or violation of any judgment, order or decree of any Governmental Authority having jurisdiction over the Corporation or any of the Subsidiaries, as applicable, other than where such breach or violation would not have a Material Adverse Effect; (f) the Corporation: (i) does not and will not invest or engage (directly or indirectly) in any business or activity that is focused on serving the medical or non-medical marijuana market in any state of the United States unless and until such time as those businesses or activities are legal under applicable state laws in the United States; (ii) does not and will not invest or engage (directly or indirectly) in any business or activity that is focused on serving the medical or non-medical marijuana market in Canada or internationally (excluding the United States) unless and until such time as those businesses or activities are or become legal under applicable laws in Canada or in the respective international jurisdiction; and (iii) does not and will not specifically target or derive (or reasonably expect to derive) revenues or funds from any of the prohibited activities described in the foregoing items (i) and (ii); (g) the Corporation and each of the U.S. Subsidiaries have implemented procedures and policies to ensure that the Corporation and the U.S. Subsidiaries: (i) monitor and assess considerations and factors identified in chapter 9-27.000 of the U.S. Attorneys’ Manual and other federal political and regulatory developments in the manner set out in the Offering Documents; and (ii) are operating in compliance with all applicable California state and municipal laws pertaining to the cultivation, distribution or possession of marijuana, other than where such non-compliance would not have a Material Adverse Effect; (h) Sunniva Medical Inc., a Subsidiary, is an applicant under the ACMPR, CP Logistics LLC, a Subsidiary, holds the Cathedral City Licenses in the State of California, and A1 Xxxxx, LLC, a Subsidiary, holds the A1 Xxxxx Licenses in the State of California, and all operations of the Corporation and the Subsidiaries in respect of or in connection with the Business Assets have been and continue to be conducted in accordance with good industry practices. All of the Permits issued to date are valid and in full force and effect and neither the Corporation nor any Subsidiary have received any correspondence or notice from any Governmental Authority alleging or asserting material non-compliance with any applicable laws or Permits. Sunniva Medical Inc. has not received any correspondence or notice from any Governmental Authority alleging or asserting that its application under the ACMPR was materially deficient or unlikely to be approved and does not anticipate any difficulties in obtaining its license under the ACMPR. Neither the Corporation nor any Subsidiary have received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any Permits or any notice advising of the refusal to grant any Permit that has been applied for or is in process of being granted and has no knowledge that any such Governmental Authority is considering taking or would have reasonable ground to take any such action; (i) there are no outstanding notices or communications from any customer or Governmental Authority or any state or municipality thereof alleging a defect or claim in respect of any products supplied or sold by the Corporation or any Subsidiary to a customer that is material to the Corporation; (j) all product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by the Corporation and the Subsidiaries in connection with their business is being conducted in compliance, in all material respects, with all industry, laboratory safety, management and training standards applicable to its current and proposed business, and all such processes, procedures and practices, required in connection with such activities are in place as necessary and are being complied with, in all material respects; (A) each of the Corporation and each Subsidiary is the absolute legal and beneficial owner, and has good and valid title to, all of the material property or assets thereof as described in the Offering Documents, and no other material property or assets are necessary for the conduct of the business of the Corporation or the Subsidiaries as currently conducted, (B) the Corporation does not know of any claim that might or could materially and adversely affect the right of the Corporation or the Subsidiaries to use, transfer or otherwise exploit such property or assets, and
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement
Additional Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Underwriters and acknowledges that the Underwriters are relying upon such representations and warranties in purchasing the Units that:
(a) the Corporation and each of the Subsidiaries has been duly incorporated and organized and is validly existing as a corporation under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, as the case may be, and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Corporation or any of the Subsidiaries;
(b) the Corporation and each of the Subsidiaries is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification (except for such jurisdictions where the failure to be so qualified would not result in a Material Adverse Effect) and has all requisite corporate power and authority to conduct its business and to own, lease and operate its properties and assets and the Corporation has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture, the Compensation Option Certificates and any other document, filing, instrument or agreement delivered in connection with the Offering;
(c) neither the Corporation nor any of the Subsidiaries is: (i) in violation of its constating documents, or (ii) to the knowledge of the Corporation in default of the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, joint venture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound, except in the case of clause (ii) for any such violations or defaults that would not result in a Material Adverse Effect;
(d) the Corporation has no direct or indirect material subsidiaries other than the Subsidiaries, nor any investment in any person, which, for the interim period ended September 30December 31, 2017 accounted for more than five percent of the assets or revenues of the Corporation or would otherwise be material to the business and affairs of the Corporation. Except as disclosed in the Offering Documents, the Corporation owns, directly or indirectly, all of the issued and outstanding shares of its Subsidiaries, all of the issued and outstanding shares of the Subsidiaries of the Corporation are issued as fully paid and non-assessable shares, free and clear of all Liens whatsoever, and no person, firm or corporation has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or any of the Subsidiaries of the Corporation of any interest in any of the shares in the capital of the Subsidiaries of the Corporation;
(e) the Corporation is authorized to issue an unlimited number of Common Shares, of which, as of September 18, 2018 and the date hereof, there are 32,054,215 Common Shares issued and outstanding;
(f) other than in respect of certain United States federal laws relating to the cultivation, distribution or possession of marijuana in the United States as disclosed in the Offering Documents and other related judgments, orders or decrees, the Corporation and the Subsidiaries: (i) each conducted and have each been conducting their business in compliance in all material respects with all applicable federal laws, rules and regulations and the laws, rules and regulations of each state and local jurisdiction in which its business is carried on or in which its services are provided and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, rules or regulations, and (ii) are not in breach or violation of any judgment, order or decree of any Governmental Authority having jurisdiction over the Corporation or any of the Subsidiaries, as applicable, other than where such breach or violation would not have a Material Adverse Effect;
(f) the Corporation: (i) does not and will not invest or engage (directly or indirectly) in any business or activity that is focused on serving the medical or non-medical marijuana market in any state of the United States unless and until such time as those businesses or activities are legal under applicable state laws in the United States; (ii) does not and will not invest or engage (directly or indirectly) in any business or activity that is focused on serving the medical or non-medical marijuana market in Canada or internationally (excluding the United States) unless and until such time as those businesses or activities are or become legal under applicable laws in Canada or in the respective international jurisdiction; and (iii) does not and will not specifically target or derive (or reasonably expect to derive) revenues or funds from any of the prohibited activities described in the foregoing items (i) and (ii);
(g) the Corporation and each of the U.S. Subsidiaries have implemented procedures and policies to ensure that the Corporation and the U.S. Subsidiaries: (i) monitor and assess considerations and factors identified in chapter 9-27.000 of the U.S. Attorneys’ Manual and other federal political and regulatory developments in the manner set out in the Offering Documents; and (ii) are operating in compliance with all applicable California state and municipal laws pertaining to the cultivation, distribution or possession of marijuana, other than where such non-compliance would not have a Material Adverse Effect;
(h) Sunniva Medical Inc., a Subsidiary, is an applicant under the ACMPR, CP Logistics LLC, a Subsidiary, holds the Cathedral City Licenses in the State of California, and A1 Xxxxx, LLC, a Subsidiary, holds the A1 Xxxxx Licenses in the State of California, and all operations of the Corporation and the Subsidiaries in respect of or in connection with the Business Assets have been and continue to be conducted in accordance with good industry practices. All of the Permits issued to date are valid and in full force and effect and neither the Corporation nor any Subsidiary have received any correspondence or notice from any Governmental Authority alleging or asserting material non-compliance with any applicable laws or Permits. Sunniva Medical Inc. has not received any correspondence or notice from any Governmental Authority alleging or asserting that its application under the ACMPR was materially deficient or unlikely to be approved and does not anticipate any difficulties in obtaining its license under the ACMPR. Neither the Corporation nor any Subsidiary have received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any Permits or any notice advising of the refusal to grant any Permit that has been applied for or is in process of being granted and has no knowledge that any such Governmental Authority is considering taking or would have reasonable ground to take any such action;
(i) there are no outstanding notices or communications from any customer or Governmental Authority or any state or municipality thereof alleging a defect or claim in respect of any products supplied or sold by the Corporation or any Subsidiary to a customer that is material to the Corporation;
(j) all product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by the Corporation and the Subsidiaries in connection with their business is being conducted in compliance, in all material respects, with all industry, laboratory safety, management and training standards applicable to its current and proposed business, and all such processes, procedures and practices, required in connection with such activities are in place as necessary and are being complied with, in all material respects;
(A) each of the Corporation and each Subsidiary is the absolute legal and beneficial owner, and has good and valid title to, all of the material property or assets thereof as described in the Offering Documents, and no other material property or assets are necessary for the conduct of the business of the Corporation or the Subsidiaries as currently conducted, (B) the Corporation does not know of any claim that might or could materially and adversely affect the right of the Corporation or the Subsidiaries to use, transfer or otherwise exploit such property or assets, and
Appears in 1 contract
Samples: Underwriting Agreement
Additional Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Underwriters and acknowledges that the Underwriters are relying upon such representations and warranties in purchasing the Units that:
(a) the Corporation and each of the Subsidiaries has been duly incorporated and organized and is validly existing as a corporation under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, as the case may be, and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Corporation or any of the Subsidiaries;
(b) the Corporation and each of the Subsidiaries is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification (except for such jurisdictions where the failure to be so qualified would not result in a Material Adverse Effect) and has all requisite corporate power and authority to conduct its business and to own, lease and operate its properties and assets and the Corporation has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture, the Compensation Option Certificates and any other document, filing, instrument or agreement delivered in connection with the Offering;
(c) neither the Corporation nor any of the Subsidiaries is: (i) in violation of its constating documents, or (ii) to the knowledge of the Corporation in default of the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, joint venture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound, except in the case of clause (ii) for any such violations or defaults that would not result in a Material Adverse Effect;
(d) the Corporation has no direct or indirect material subsidiaries other than the Subsidiaries, nor any investment in any person, which, for the interim period ended September 30, 2017 accounted for more than five percent of the assets or revenues of the Corporation or would otherwise be material to the business and affairs of the Corporation. Except as disclosed in the Offering Documents, the Corporation owns, directly or indirectly, all of the issued and outstanding shares of its Subsidiaries, all of the issued and outstanding shares of the Subsidiaries of the Corporation are issued as fully paid and non-assessable shares, free and clear of all Liens whatsoever, and no person, firm or corporation has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or any of the Subsidiaries of the Corporation of any interest in any of the shares in the capital of the Subsidiaries of the Corporation;
(e) other than in respect of certain United States federal laws relating to the cultivation, distribution or possession of marijuana in the United States as disclosed in the Offering Documents and other related judgments, orders or decrees, the Corporation and the Subsidiaries: (i) each conducted and have each been conducting their business in compliance in all material respects with all applicable federal laws, rules and regulations and the laws, rules and regulations of each state and local jurisdiction in which its business is carried on or in which its services are provided and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, rules or regulations, and (ii) are not in breach or violation of any judgment, order or decree of any Governmental Authority having jurisdiction over the Corporation or any of the Subsidiaries, as applicable, other than where such breach or violation would not have a Material Adverse Effect;
(f) the Corporation: (i) does not and will not invest or engage (directly or indirectly) in any business or activity that is focused on serving the medical or non-medical marijuana market in any state of the United States unless and until such time as those businesses or activities are legal under applicable state laws in the United States; (ii) does not and will not invest or engage (directly or indirectly) in any business or activity that is focused on serving the medical or non-medical marijuana market in Canada or internationally (excluding the United States) unless and until such time as those businesses or activities are or become legal under applicable laws in Canada or in the respective international jurisdiction; and (iii) does not and will not specifically target or derive (or reasonably expect to derive) revenues or funds from any of the prohibited activities described in the foregoing items (i) and (ii);
(g) the Corporation and each of the U.S. Subsidiaries have implemented procedures and policies to ensure that the Corporation and the U.S. Subsidiaries: (i) monitor and assess considerations and factors identified in chapter 9-27.000 of the U.S. Attorneys’ Manual and other federal political and regulatory developments in the manner set out in the Offering Documents; and (ii) are operating in compliance with all applicable California state and municipal laws pertaining to the cultivation, distribution or possession of marijuana, other than where such non-compliance would not have a Material Adverse Effect;
(h) Sunniva Medical Inc., a Subsidiary, is an applicant under the ACMPR, CP Logistics LLC, a Subsidiary, holds the Cathedral City Licenses in the State of California, and A1 Xxxxx, LLC, a Subsidiary, holds the A1 Xxxxx Licenses in the State of California, and all operations of the Corporation and the Subsidiaries in respect of or in connection with the Business Assets have been and continue to be conducted in accordance with good industry practices. All of the Permits issued to date are valid and in full force and effect and neither the Corporation nor any Subsidiary have received any correspondence or notice from any Governmental Authority alleging or asserting material non-compliance with any applicable laws or Permits. Sunniva Medical Inc. has not received any correspondence or notice from any Governmental Authority alleging or asserting that its application under the ACMPR was materially deficient or unlikely to be approved and does not anticipate any difficulties in obtaining its license under the ACMPR. Neither the Corporation nor any Subsidiary have received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any Permits or any notice advising of the refusal to grant any Permit that has been applied for or is in process of being granted and has no knowledge that any such Governmental Authority is considering taking or would have reasonable ground to take any such action;
(i) there are no outstanding notices or communications from any customer or Governmental Authority or any state or municipality thereof alleging a defect or claim in respect of any products supplied or sold by the Corporation or any Subsidiary to a customer that is material to the Corporation;
(j) all product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by the Corporation and the Subsidiaries in connection with their business is being conducted in compliance, in all material respects, with all industry, laboratory safety, management and training standards applicable to its current and proposed business, and all such processes, procedures and practices, required in connection with such activities are in place as necessary and are being complied with, in all material respects;
(A) each of the Corporation and each Subsidiary is the absolute legal and beneficial owner, and has good and valid title to, all of the material property or assets thereof as described in the Offering Documents, and no other material property or assets are necessary for the conduct of the business of the Corporation or the Subsidiaries as currently conducted, (B) the Corporation does not know of any claim that might or could materially and adversely affect the right of the Corporation or the Subsidiaries to use, transfer or otherwise exploit such property or assets, and
Appears in 1 contract
Samples: Underwriting Agreement (Performance Sports Group Ltd.)
Additional Representations and Warranties of the Corporation. The Corporation hereby represents and warrants to the Underwriters and acknowledges that the Underwriters are relying upon such representations and warranties in purchasing the Units that:
(a) each of the Corporation and each of the Subsidiaries Subsidiary has been duly incorporated and organized and is validly existing as a corporation under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, as the case may be, and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Corporation or any of the SubsidiariesSubsidiary;
(b) each of the Corporation and each of the Subsidiaries Subsidiary is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification (except for such jurisdictions where the failure to be so qualified would not result in a Material Adverse Effect) and has all requisite corporate power and authority to conduct its business and to own, lease and operate its properties and assets and the Corporation has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture, the Compensation Option Warrant Certificates and any other document, filing, instrument or agreement delivered in connection with the Offering;
(c) neither the Corporation nor any of the Subsidiaries is: Subsidiary is (i) in violation of its constating documents, documents or (ii) to the knowledge of the Corporation Corporation, in default of the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, joint venture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound, except in the case of clause (ii) for any such violations or defaults that would not result in a Material Adverse Effect;
(d) the Corporation has no direct or indirect material subsidiaries other than the SubsidiariesSubsidiary, nor any investment in any person, person which, for the interim period year ended September 30May 31, 2017 accounted 2020 or which, for the financial year ending May 31, 2020, is expected to account for, more than five percent of the consolidated assets or consolidated revenues of the Corporation or would otherwise be material to the business and affairs of the CorporationCorporation on a consolidated basis. Except as disclosed in the Offering Documents, the The Corporation owns, directly or indirectly, all of the issued and outstanding shares of its Subsidiariesthe Subsidiary, all of the issued and outstanding shares of the Subsidiaries of the Corporation Subsidiary are issued as fully paid and non-assessable shares, free and clear of all Liens whatsoever, and no person, firm or corporation has any agreement, option, right or privilege (whether pre-pre- emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or any of the Subsidiaries of the Corporation Subsidiary of any interest in any of the shares in the capital of the Subsidiaries of the CorporationSubsidiary;
(e) other than in respect of certain United States federal laws relating to the cultivation, distribution or possession of marijuana in the United States as disclosed in the Offering Documents and other related judgments, orders or decrees, the Corporation and the Subsidiaries: Subsidiary (i) each conducted and have each been conducting their business in compliance in all material respects with all applicable federal laws, rules and regulations and the laws, rules and regulations Laws of each state and local jurisdiction in which its business is carried on or in which its services are provided and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, rules or regulations, and (ii) are not in breach or violation of any judgment, order or decree of any Governmental Authority having jurisdiction over the Corporation or any of the Subsidiaries, as applicable, other than where such breach or violation would not have a Material Adverse Effect;
(f) the Corporation: (i) does not and will not invest or engage (directly or indirectly) in any business or activity that is focused on serving the medical or non-medical marijuana market in any state of the United States unless and until such time as those businesses or activities are legal under applicable state laws in the United States; (ii) does not and will not invest or engage (directly or indirectly) in any business or activity that is focused on serving the medical or non-medical marijuana market in Canada or internationally (excluding the United States) unless and until such time as those businesses or activities are or become legal under applicable laws in Canada or in the respective international jurisdiction; and (iii) does not and will not specifically target or derive (or reasonably expect to derive) revenues or funds from any of the prohibited activities described in the foregoing items (i) and (ii);
(g) the Corporation and each of the U.S. Subsidiaries have implemented procedures and policies to ensure that the Corporation and the U.S. Subsidiaries: (i) monitor and assess considerations and factors identified in chapter 9-27.000 of the U.S. Attorneys’ Manual and other federal political and regulatory developments in the manner set out in the Offering Documents; and (ii) are operating in compliance with all applicable California state and municipal laws pertaining to the cultivation, distribution or possession of marijuana, other than where such non-compliance would not have a Material Adverse Effect;
(h) Sunniva Medical Inc., a Subsidiary, is an applicant under the ACMPR, CP Logistics LLC, a Subsidiary, holds the Cathedral City Licenses in the State of California, and A1 Xxxxx, LLC, a Subsidiary, holds the A1 Xxxxx Licenses in the State of California, and all operations of the Corporation and the Subsidiaries in respect of or in connection with the Business Assets have been and continue to be conducted in accordance with good industry practices. All of the Permits issued to date are valid and in full force and effect and neither the Corporation nor any Subsidiary have received any correspondence or notice from any Governmental Authority alleging or asserting material non-compliance with any applicable laws or Permits. Sunniva Medical Inc. has not received any correspondence or notice from any Governmental Authority alleging or asserting that its application under the ACMPR was materially deficient or unlikely to be approved and does not anticipate any difficulties in obtaining its license under the ACMPR. Neither the Corporation nor any Subsidiary have received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any Permits or any notice advising of the refusal to grant any Permit that has been applied for or is in process of being granted and has no knowledge that any such Governmental Authority is considering taking or would have reasonable ground to take any such action;
(i) there are no outstanding notices or communications from any customer or Governmental Authority or any state or municipality thereof alleging a defect or claim in respect of any products supplied or sold by the Corporation or any Subsidiary to a customer that is material to the Corporation;
(j) all product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by the Corporation and the Subsidiaries in connection with their business is being conducted in compliance, in all material respects, with all industry, laboratory safety, management and training standards applicable to its current and proposed business, and all such processes, procedures and practices, required in connection with such activities are in place as necessary and are being complied with, in all material respects;
(A) each of the Corporation and each Subsidiary is the absolute legal and beneficial owner, and has good and valid title to, all of the material property or assets thereof as described in the Offering Documents, and no other material property or assets are necessary for the conduct of the business of the Corporation or the Subsidiaries as currently conducted, (B) the Corporation does not know of any claim that might or could materially and adversely affect the right of the Corporation or the Subsidiaries to use, transfer or otherwise exploit such property or assets, andLaws,
Appears in 1 contract
Samples: Underwriting Agreement
