Parent’s Representations and Warranties. Parent represents and warrants to Reliant as follows:
Parent’s Representations and Warranties. Parent hereby represents and warrants, as of the date hereof and as of the Closing, that:
Parent’s Representations and Warranties. Parent represents and warrants to Buyer that the statements contained in this §4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §4).
Parent’s Representations and Warranties. Parent represents and warrants to Lionheart (on its own behalf and separately as trustee or nominee for each of the Lionheart Directors) that each of the following statements is true and correct as at the date of this document and on each subsequent day until and including 8.00am on the Second Court Date (except where any statement is expressed to be made only at a particular date):
(a) (status) it has been incorporated or formed in accordance with the laws of its place of incorporation;
(b) (power) it has power to enter into this document, the BCA and each other Transaction Document to which it is a party in order to comply with its obligations under it and exercise its rights under it;
(c) (no contravention) the entry by it into, and its compliance with its obligations and the exercise of its rights under, this document, the BCA and each other Transaction Document to which it is a party does not and will not conflict with or breach:
(i) its constituent documents or cause a limitation on its powers or the powers of its directors to be exceeded; or
(ii) any law binding on or applicable to it or its assets;
(d) (authorisations) it has in full force and effect each authorisation necessary for it to enter into this document, the BCA and each other Transaction Document to which it is a party and in order for it to comply with its obligations and exercise its rights under them, and to allow them to be enforced, and no other organizational proceedings or approvals of equityholders of Parent are necessary to authorise this document or the transactions contemplated hereby that have not already been taken;
(e) (validity of obligations) its obligations under this document are valid and binding and are enforceable against it in accordance with its terms; and
(f) (ownership; operations) Parent was formed on 1 July 2022 solely for the purpose of engaging in the Transactions. Parent has engaged in no other business activities, acquired no assets, engaged no employees, and has no liabilities or obligations (other than incurred in connection with the transactions contemplated by this document, the BCA, the Schemes, or any other Transaction Document) and has conducted its operations only as contemplated by this document, the BCA, the Schemes, or any other Transaction Document.
(g) (structure) from the date of its incorporation until the Implementation Date, except as contemplated by this document, the BCA, the Schemes or any other Transaction Document:
(i) the capital stru...
Parent’s Representations and Warranties. Parent hereby represents and warrants to the Purchasers that:
Parent’s Representations and Warranties. Parent hereby represents and warrants to Seller, and agrees, that:
6.1 Parent has all right, power, legal capacity, and authority to execute and deliver this Agreement and to perform its obligations hereunder and under each other agreement that Parent may execute and deliver in connection herewith.
6.2 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Parent or any property of Parent; (b) result in a breach or constitute a default under any agreement to which Parent is subject; or (c) require any Permits.
6.3 This Agreement constitutes the legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms and is entered into voluntarily by all parties. The transaction represented hereby is an arms-length transaction.
Parent’s Representations and Warranties. Parent represents and warrants to Buyer that the statements contained in this §2(a) are correct and complete.
Parent’s Representations and Warranties. The representations and warranties of Parent contained in this Agreement were true and correct at the date of this Agreement and shall also be true and correct at and as of the Closing Date with the same force and effect as if then initially made. 90
Parent’s Representations and Warranties. The Parent represents and warrants to the Seller that:
5.3.1 the Parent is a company duly incorporated and validly existing under the laws of the Province of British Columbia;
5.3.2 the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Parent;
5.3.3 the Parent is not party to, bound by, or subject to any agreement, indenture, mortgage, lease, instrument, order, judgment or decree, or any provision of its articles or by-laws, that would be violated, contravened or infringed by the execution and delivery of this Agreement by the Parent or the performance of its obligations under this Agreement; and
5.3.4 the representations and warranties contained in this Section 5.3 will be true on and as of the Closing Date with the same effect as if made on and as of the Closing Date.
Parent’s Representations and Warranties. Subject to the standard set forth in Section 3.1, each of the representations and warranties of MHC and Parent contained in this Agreement and in any certificate or other writing delivered by MHC and Parent pursuant hereto shall be true and correct at and as of the Closing Date as though made at and as of the Closing Date, except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such date.
