Incorporation and Registration. The Corporation is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement, to own its property and assets and to carry on its business as presently conducted. Neither the nature of its business nor the location or character of the property owned or leased by the Corporation requires it to be registered, licensed or otherwise qualified as an out-of-state or foreign corporation in any other jurisdiction other than those listed opposite its name in Schedule 4.1 of the Disclosure Schedules, where it is duly registered, licensed or otherwise qualified for such purpose.
Incorporation and Registration. The Corporation is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its property and assets and to carry on its business as presently conducted. Neither the nature of the Corporation’s business nor the character of the property owned or leased by the Corporation requires it to be registered, licensed or otherwise qualified as extra-provincial or foreign corporations in any jurisdiction other than in the Province of Alberta where it is duly registered, licensed or otherwise qualified for such purpose.
Incorporation and Registration. The Purchaser is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its property and assets, to carry on its business as presently conducted and to execute, deliver and perform its obligations under this Agreement.
Incorporation and Registration. Travelbyus is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its property and assets, to carry on its business as presently conducted and to execute, deliver and perform its obligations under this Agreement.
Incorporation and Registration. (a) Vendor is a duly incorporated unlimited liability corporation, validly existing under the ABCA. Vendor Guarantor is a duly incorporated corporation and validly existing under the laws of Delaware.
(b) Vendor is current in the filing of all necessary corporate returns under the ABCA.
(c) The Corporation has delivered to the Purchaser true, correct and complete copies of the constating documents of the Corporation and each Subsidiary, as currently in effect.
(d) The Corporation and each of the Corporate Subsidiaries is a corporation incorporated and existing under the ABCA or the Business Corporations Act (British Columbia), as applicable, is in good standing under the laws of their respective jurisdictions of incorporation, including being current in the filing of all necessary corporate returns under the relevant statute and has all necessary corporate power and capacity to own and lease its property and assets (including the Assets, as applicable) owned and leased by it and to carry on its Business as presently conducted by it and is duly licensed or qualified to carry on its Business in each jurisdiction as the nature of its business requires.
(e) Each of the Partnership Subsidiaries is a general partnership formed pursuant to the Partnership Act (Alberta), each of the Partnership Subsidiaries is validly existing under the laws of its jurisdiction of formation and each of the Partnership Subsidiaries is duly organized and has all necessary partnership power and authority to own and lease property and assets (including the Assets) and to carry on its Business as presently conducted.
(f) Neither the nature of the Business nor the locations or character of the Assets owned or leased by the Corporation or any of the Subsidiaries requires the Corporation or any of the Subsidiaries to be registered, licensed or otherwise qualified as an extra-provincial or foreign corporation in any jurisdiction where they are not so registered, licensed or qualified.
(g) The Corporation and each of the Subsidiaries is a “private issuer” as defined in Multilateral Instrument 45-106 “Prospectus and Registration Exemption” adopted by, among others, the Alberta Securities Commission.
Incorporation and Registration. The Target is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its property and assets and to carry on its business as currently conducted. Neither the nature of its business nor the location or character of the property owned or leased by the Target requires it to be registered, licensed or otherwise qualified as a foreign corporation in any jurisdiction save and except as provided in Schedule 5.1.
Incorporation and Registration. The Company is a corporation duly incorporated and validly existing under the laws of the Province of Ontario and has all necessary corporate power, authority and capacity to own its property and assets and to carry on its business as presently conducted. The Company is registered, licensed and qualified as an extra-provincial or foreign corporation in all jurisdictions, in which the nature of the business or the property or assets owned or leased by it makes such qualification necessary.
Incorporation and Registration. The Corporation is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement, to own its property and assets and to carry on its business as presently conducted. Neither the nature of its business nor the location or character of the property owned or leased by the Corporation requires it to be registered, licensed or otherwise qualified as an out-of-province or foreign corporation in any other jurisdiction other than those listed opposite its name in Schedule 4.1 of the Disclosure Schedules, where it is duly registered, licensed or otherwise qualified for such purpose.
Incorporation and Registration. 16 Section 4.2 Residence of the Vendor.................................................. 16 Section 4.3
Incorporation and Registration. Each of Blueberries and Blueberries SAS is a corporation duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and each has all necessary corporate power, authority and capacity to own its property and assets and to carry on its business as currently conducted, except where the failure to have such power, authority and capacity would not reasonably be expected to have a Blueberries Material Adverse Effect. Neither the nature of its activities or the Blueberries Business nor the location or character of the Assets owned, operated or leased by Blueberries or Blueberries SAS require Blueberries or Blueberries SAS to be registered, licensed or otherwise qualified as a foreign corporation or to be in good standing in any jurisdiction other than the jurisdictions where it is so registered, licensed or qualified, except where the failure to be so registered, licensed or qualified or remain in good standing would not reasonably be expected to have a Blueberries Material Adverse Effect. No proceedings have been instituted or are pending for the dissolution or liquidation of Blueberries or Blueberries SAS.
