Representations and Warranties by Shareholders. Each Shareholder represents and warrants:
4.1.1 that such Shareholder exclusively owns the number of Shares which are expressed to be owned by him/it in the preamble to this Agreement and that such Shares are not subject to any hypothec, mortgage, lien, charge, pledge, encumbrance, security interest or adverse claim and that, except in connection with any Transfer permitted pursuant to Sections 4.3 through 4.11 (inclusively), no Person has any rights to become a holder or possessor of any of such Shares or of the certificates representing the same;
4.1.2 if such Shareholder is an individual, that he has the capacity to enter into and give full effect to this Agreement;
4.1.3 if such Shareholder is a corporation or company, that it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and that it has the corporate power and capacity to own its assets and to enter into and perform its obligations under this Agreement;
4.1.4 if such Shareholder is a trust, partnership or joint venture, that it is duly constituted under the laws which govern it and that it has the power to own its assets and to enter into and perform its obligations under this Agreement;
4.1.5 that this Agreement has been duly authorized by it, duly executed and delivered by him or it, as the case may be, and constitutes a valid and binding obligation enforceable in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies;
4.1.6 that the execution, delivery and performance of this Agreement does not and will not contravene the provisions of its articles, by-laws, constating documents or other organizational documents or the documents by which it was created or established or the provisions of any indenture, agreement or other instrument to which he or it is a party or by which he or it may be bound and the violation of which would invalidate the execution, delivery and performance of this Agreement by such Shareholder; and
4.1.7 that all of the foregoing representations and warranties will continue to be true and correct during the term of this Agreement.
Representations and Warranties by Shareholders. Each Shareholder represents and warrants to each of the other Parties with regard to itself as follows:
(1) if such Shareholder is an individual, that he or she has the capacity to enter into and give full effect to this Agreement;
(2) that such Shareholder owns beneficially and/or of record the Shares which have been issued to him, her or it pursuant to a Subscription Agreement. Option Grant Agreement or Special Share Subscription Agreement, as applicable, and that, except for the Management Loan and any security documents in connection therewith, such Shares are not subject to any mortgage, lien, charge, pledge, encumbrance, security interest or adverse claim and that no Person has any rights to become a holder or possessor of any of such Shares or of the certificates representing the same;
(3) that this Agreement has been duly executed and delivered by or on behalf of him, her or it, as the case may be;
(4) that this Agreement constitutes a valid and binding obligation enforceable against him, her or it in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies; and
(5) that all of the foregoing representations and warranties will continue to be true and correct and in effect during the continuance of this Agreement.
Representations and Warranties by Shareholders. 16 9.1 Organization of Companies; Enforceability..........................16 9.2 Consents...........................................................17 9.3 Litigation.........................................................17 9.4 Compliance with Laws and Contracts.................................17 9.5 Corporate Acts and Proceedings.....................................17 9.6
Representations and Warranties by Shareholders. As a material inducement to IHS and Newco to execute and perform their obligations under this Agreement, the Shareholders and Guarantors hereby, jointly and severally, represent and warrant to IHS and Newco as follows as of the Closing Date:
Representations and Warranties by Shareholders. Each Shareholder represents and warrants to each of the other Parties with regard to itself as follows:
(a) if such Shareholder is an individual, that he or she has the capacity to enter into and give full effect to this Agreement;
(b) that such Shareholder owns beneficially and/or of record the Shares which have been issued to him, her or it pursuant to a Share Investment Agreement;
(c) that this Agreement has been duly executed and delivered by or on behalf of him, her or it, as the case may be;
(d) that this Agreement constitutes a valid and binding obligation enforceable against him, her or it in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies; and
(e) that all of the foregoing representations and warranties will continue to be true and correct and in effect during the continuance of this Agreement
Representations and Warranties by Shareholders. (a) CanWest represents and warrants:
(i) that it owns beneficially and of record the number of Common Shares and Preferred Shares which are expressed to be owned by it in Recital B to this Agreement;
(ii) that it owns beneficially and of record the number of Partnership Units which are expressed to be owned by it in Recital F to this Agreement;
(iii) that it has the capacity to enter into and give full effect to this Agreement and each of the other Shareholder Documents;
(iv) that this Agreement and each of the other Shareholder Documents to which it is a party constitutes a valid and binding obligation of such Shareholder enforceable against it in accordance with its terms;
(b) Fund represents and warrants:
(i) that it owns of record, for the benefit of the holders of units of the Fund in accordance with the provisions of the Fund Declaration of Trust, the number of Common Shares which are expressed to be owned by it in Recital C to this Agreement;
(ii) that it owns of record, for the benefit of the holders of units of the Fund in accordance with the provisions of the Fund Declaration of Trust, all of the issued and outstanding Trust Units free and clear of any mortgage, lien, charge, pledge, encumbrance, security interest or adverse claim;
(iii) that Trust owns of record, for the benefit of Fund in accordance with the provisions of Trust Declaration of Trust, the number of Partnership Units which are expressed to be owned indirectly by Fund in Recital G to this Agreement;
(iv) that it has the capacity to enter into and give full effect to this Agreement and each of the other Shareholder Documents;
(v) that this Agreement and each of the other Shareholder Documents to which it and the Trust are parties constitute valid and binding obligations enforceable against it and the Trust in accordance with its terms;
Representations and Warranties by Shareholders. 12 4.2 GENERAL PROHIBITION ON TRANSFER...................................13 4.3 TRANSFERS TO A CONTROLLED ENTITY..................................13 4.4
Representations and Warranties by Shareholders. 7.1.1. Each Shareholder represents and warrants that:
7.1.1.1. it owns beneficially 50% of the outstanding Shares, those Shares are not subject to any mortgage, lien, charge, pledge, encumbrance, security interest or adverse claim and no Person has any right to any interest in any of those Shares;
7.1.1.2. it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the corporate power and capacity to enter into and perform its obligations under this Agreement;
7.1.1.3. this Agreement has been duly authorized, executed and delivered by it, and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, subject to the usual exceptions as to bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies being discretionary;
7.1.1.4. the execution, delivery and performance of its obligations under this Agreement does not contravene or result in a breach of or default under its articles, by-laws, constating documents or other organizational documents or any agreement, indenture, agreement or other instrument to which it is a party or by which it may be bound or any law, regulation, rule or judgment or court order applicable to it or by which it may be bound; and
7.1.1.5. except with respect to any competition law filings or approvals and consents of third parties holding intellectual property rights, no permit, consent, approval or authorization of, or declaration or filing with, any governmental authority or any other Person is required in connection with the execution, delivery or performance by it of this Agreement.
7.1.2. Each Shareholder will ensure that the representations and warranties in Section 7.1.1 applicable to it will continue to be true and correct as long as it remains a Shareholder of JVCO or bound by this Agreement.
Representations and Warranties by Shareholders. Each Shareholder jointly, and not solidarily, represents and warrants:
3.1.1 that such Shareholder owns as principal and not as mandatary or xxxxx-nom the number of Corporation Securities which are expressed to be owned by it in Schedule A to this Agreement and that such Corporation Securities are not subject to any mortgage, hypothec, lien, charge, pledge, encumbrance, security interest or adverse claim (other than the terms of this Agreement) and that no Person (except as permitted hereunder) has any rights to become a holder or possessor of any such Corporation Securities or of the certificates representing such Corporation Securities other than as expressly provided herein;
3.1.2 in the case of a Shareholder other than an individual, that such Shareholder is duly formed and validly existing under the laws of its jurisdiction and has the power and capacity to enter into and give full effect to this Agreement;
3.1.3 that such Shareholder has provided (and shall provide upon the request of the Corporation) the other Shareholders with true and complete copies of its constating documents and documentation evidencing all directors, officers, shareholders, trustees and beneficiaries of such Shareholder, as applicable;
3.1.4 that this Agreement has been duly executed, authorized and delivered by such Shareholder and constitutes a valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies;
3.1.5 that such Shareholder is not a non-resident of Canada or is a “Canadian partnership” for purposes of the Tax Act; and
3.1.6 that all of the foregoing representations and warranties shall continue to be true and correct during the continuance of this Agreement, subject to the representations and warranties contained in sections 3.1.1 being deemed modified to reflect any Transfers of Corporation Securities permitted by this Agreement.
Representations and Warranties by Shareholders. Each of the Shareholders represents and warrants to Purchaser, but only with respect to the Purchased Shares which such the Shareholder is selling pursuant hereto, as follows and Shareholder acknowledges that Purchaser is relying upon such Vendor's representations and warranties in connection with The Purchaser’s purchase of the Purchased Shares on the date hereof:
