Receiver’s Representations and Warranties. 17 As of the date of execution of this Agreement the Receiver represents and warrants to Provider the 18 following:
19 A. The Project Area is free of Hazardous Materials other than those disclosed Exhibit H.
20 B. Receiver represents and fully warrants to Provider that Receiver is the owner of all real property 21 rights necessary grant the lease and easement(s) described in Exhibit F, and Receiver further 22 represents that Receiver does not require the consent of any lender or any other third party to do 23 so.
24 C. Receiver is a limited liability company duly organized, validly existing and in good standing under 25 the laws of Ohio.
26 D. The execution, delivery and performance of this Agreement by Receiver has been duly authorized 27 by all necessary corporate actions required by the Receiver and does not conflict with any other 28 obligations of the Receiver or any laws applicable to the Receiver.
29 E. The Obligations hereunder are enforceable against Receiver, except to the extent limited by law.
Receiver’s Representations and Warranties. 7.1 Receiver, in its capacity as such and not in its personal capacity, represents and warrants to Purchaser that, as of the Effective Date and the Closing Date:
(a) Receiver and EGC Holdings are not non-residents of Canada within the meaning of Section 116 of the Income Tax Act (Canada); and
(b) Receiver is the duly appointed interim receiver and receiver and manager of all of the assets and undertakings of EGC Holdings and the Subsidiaries, and, pursuant to the powers granted to it under the Receivership Order, had the right to seek the Meeting and Claims Process Order and has the right to sell the Shares and to seek the Final Order and the Vesting Order;
(c) Receiver has not incurred any obligations that attach to the Shares, other than those obligations, if any, that will be fully discharged at the Plan Implementation Date; and
(d) neither Receiver nor its agents have incurred as a result of the action of Receiver or its agents any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement (other than fees and expenses payable to HLT Advisory, which shall be paid by Receiver), and Receiver will indemnify and hold Purchaser harmless from any such payment alleged to be due by or through Receiver as a result of the action of Receiver or its agents, which indemnification will survive the Closing or the termination of this Agreement.
7.2 Except for the representations and warranties set out in Section 7.1, Receiver makes no representations or warranties whatsoever, whether written or oral, to Purchaser regarding Receiver, the Subsidiaries, the Shares, the Real Property, the other Assets, the Undertaking or any other matter, and by virtue of a sale of the Shares, the Assets will be indirectly transferred, to Purchaser on an “as-is, where is” basis. Purchaser has not relied upon, and will not rely upon, any representation or warranty of Receiver, or any other person, except as expressly set forth in this Section 7, and is responsible to satisfy itself through its own investigations to verify the ownership, condition and state of the Shares and the Assets.
Receiver’s Representations and Warranties. The Receiver represents and warrants to the Purchaser that, as at the date hereof and as of the Closing Date:
(a) subject to the entry of the Approval and Vesting Order and any other orders required by the Court in connection with the transactions contemplated herein, the Receiver has the power, authority and right to enter into and deliver this Agreement and to carry out its obligations hereunder;
(b) subject to the entry of the Approval and Vesting Order and any other orders required by the Court in connection with the transactions contemplated herein, this Agreement constitutes a valid and legally binding obligation of the Receiver, enforceable against the Receiver in accordance with its terms;
(c) Astoria Ltd. and Astoria Canada are registered under Part IX of the Excise Tax Act (Canada) with registration number 840185730 RT0001 and 845748037 RT0001, respectively; and
(d) each of Astoria Ltd. and Astoria Canada is not a non-resident of Canada within the meaning of section 116 of the Tax Act.
Receiver’s Representations and Warranties. Receiver represents and warrants to Broker as follows:
(a) Receiver shall comply with all applicable laws, rules and regulations related to its provisions of services.
(b) Receiver shall safely operate the Equipment with due care.
(c) Receiver shall not permit any third-party to use the Equipment without Broker’s advance written permission.
Receiver’s Representations and Warranties. Receiver represents and warrants to IIS as follows:
(a) Receiver is the duly appointed receiver for Seller and has the power to execute and deliver this Agreement and to consummate the transactions provided for herein, subject to approval of the Court.
(b) The Receiver shall promptly apply to the court to authorize consummation of the transaction provided for herein.
(c) All of Seller's right, title and interest in the Purchased Assets (or in the case of any leased or licensed Purchased Assets, Seller's rights under such lease or licenses) shall be transferred to IIS, free and clear of all liens, claims and encumbrances in accordance with the Sale Order.
Receiver’s Representations and Warranties. As of the date of execution of this Agreement the Receiver represents and warrants to Provider the following:
A. Project Area is free of Hazardous Materials other than those disclosed Exhibit H.
B. Receiver represents and fully warrants to Provider that Receiver is the owner of all real property rights necessary grant the lease and easement(s) described in Exhibit F, and Receiver further represents that Receiver does not require the consent of any lender or any other third party to do so.
C. Receiver is a limited liability company duly organized, validly existing and in good standing under the laws of Ohio.
D. The execution, delivery and performance of this Agreement by Receiver has been duly authorized by all necessary corporate actions required by the Receiver and does not conflict with any other obligations of the Receiver or any laws applicable to the Receiver.
E. The Obligations hereunder are enforceable against Receiver, except to the extent limited by law.
