Common use of Representations and Warranties by Shareholders Clause in Contracts

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 severally, but not jointly, represents and warrantswarrants with respect to itself that: 4.1.1 that such Shareholder exclusively (a) it owns beneficially and of record the number of Shares or other Securities 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 recitals 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 (b) it has the corporate power full power, authority and capacity legal right to own its assets execute and deliver this Agreement and to enter into perform the terms and perform its obligations under provisions hereof; (c) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of 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 (d) this Agreement has been duly authorized by it(if applicable), duly executed and delivered by him or it, as the case may be, it and constitutes a valid and binding obligation enforceable in accordance with its terms, subject to the usual exceptions as applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to bankruptcy or affecting creditors' rights and the availability to general principles of equitable remediesequity; 4.1.6 that (e) the execution, delivery and performance of this Agreement does not and will not contravene conflict with or result in a breach of any of the terms, conditions or provisions of (i) its articles, by-laws, constating documents or other organizational documents or the documents by which it was created or established (as applicable); (ii) any law, rule or regulation having the force of law; (iii) 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 bound; or (iv) any judgment, injunction, determination or award which is binding on it or its properties; (f) no authorization, consent, approval, licence or exemption from any Governmental Body is required by it which has not been obtained in connection with the execution and delivery by it of, and the performance by it of its obligations as of the date hereof under, this Agreement; (g) it is not a party to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this Agreement; (h) it and its Principal (if applicable) is not a Person: (i) governed by the laws of or resident in any jurisdiction which is identified by the Organization for Economic Cooperation and Development's Committee on Fiscal Affairs as an "uncooperative tax haven"; (ii) which may not be reasonably ascertainable by governmental or regulatory bodies in Canada and/or the United States or which is identified by any governmental or regulatory authority or other organization as failing to cooperate in preventing "money laundering"; or (iii) which, by virtue of its interest in the Corporation (directly or indirectly), would place the Corporation or its shareholders in violation of which would invalidate any economic sanctions program administered by the executionOffice of Foreign Assets Control of the U.S. Department of the Treasury, delivery including, without limitation, the Uniting and performance Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot) Act of 2001. (i) it is not aware of the existence of any agreement or option or right capable of becoming an agreement or option for the purchase of any Shares or other Securities from the Corporation or from any other Shareholder except as provided for or referred to in this Agreement Agreement, the Articles or the Stock Option Plan, and it has not granted or agreed to grant any ongoing proxy in respect of the Shares or other Securities held by it nor has it entered into any voting trust, vote pooling or other arrangement with respect to the right to vote or call meetings of shareholders of the Corporation except as provided for or referred to in this Agreement; (j) no Person has the right, whether by agreement or option or any right capable of becoming an agreement or option, to purchase or acquire any of the Shares of such ShareholderShareholder (other than pursuant to restricted share agreements entered into between the Corporation and senior management Shareholders); and 4.1.7 that all (k) there is no agreement, whether written or oral, of any nature whatsoever which would restrict the rights of the Shareholder, from exercising full voting control or direction over the Shares of the Corporation owned by it. All of the foregoing representations and warranties will continue to be true and correct during the term continuance of this Agreement.

Representations and Warranties by Shareholders. Each Shareholder as to itself (and Hinkefent as to the Stock Trust and the Hinkefent Trust) represents and warrants: 4.1.1 that warrants that: (a) it is the lawful record and beneficial owner of all of the Shares of the Company's capital stock set forth on Schedule 6.4, with absolute right to sell them and with full title thereto, free and clear of any liens, claims, encumbrances or restrictions of any kind; (b) as to such Shareholder exclusively owns the number of Shares which are expressed to be so owned by him/it it, all are validly issued and outstanding, fully paid and nonassessable, there are no undisclosed interests, present or future, in the preamble Shares or the ownership of the Company, nor do any of them know of any assertion of such an interest, or of any facts or circumstances which would give any person any such present or future interest or entitle any person to assert such an interest; (c) there are no provisions of any contract, indenture, agreement or other instrument to which the Shareholder is a party or to which the Shares it owns are subject which would prevent, limit, or condition the sale or transfer of the Shares it owns or the operation of the Company to the Purchaser; (d) neither the execution, delivery nor performance of this Agreement and that such Shares are not subject by Company, or the Shareholder will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any hypothec, mortgage, lien, chargecharge or encumbrance pursuant to, 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 provision of any of such Shares law, rule or of regulation or any order, judgment or decree to which the certificates representing the same; 4.1.2 if such Shareholder is an individual, that he a party or by which it may be bound or affected; (e) the Shareholder has the capacity full power and authority 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 to make the representations, warranties and validly existing under the laws of its jurisdiction of incorporation and that it has the corporate power and capacity to own its assets covenants contained herein 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 carry out 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 betransactions contemplated hereby, and constitutes a valid and binding obligation enforceable in accordance with its terms, subject all proceedings required to be taken by the usual exceptions as Shareholder to bankruptcy and the availability of equitable remedies; 4.1.6 that authorize the execution, delivery and performance of this Agreement does not and the agreements relating hereto have been properly taken, and this Agreement constitutes the valid and binding agreement of the Shareholder; and (f) except as provided in Schedule 5, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will not contravene (A) to the provisions best of the Shareholder's knowledge, violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Shareholder is subject or, any provision of its articlescharter, by-lawsbylaws or trust documents if it is not an individual or (B) conflict with, constating documents result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other organizational documents or the documents by which it was created or established or the provisions of any indenture, agreement or other instrument arrangement to which he or it the Shareholder is a party or by which he it is bound or it may be bound and the violation to which any 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 Agreementhis or its assets is subject.

Representations and Warranties by Shareholders. Each Shareholder represents and warrantswarrants with regard to itself to each of the other Parties as follows: 4.1.1 that (a) if such Shareholder exclusively owns is a corporation, such Shareholder is incorporated, organized and subsisting under the number laws of the jurisdiction of its incorporation and such Shareholder has the corporate power, authority and capacity to own the Shares which are expressed to be owned by him/it in the preamble recitals to this Agreement Agreement; (b) such Shareholder has the capacity to enter into and that give full effect to this Agreement; (c) such Shareholder owns beneficially and of record the number and class of Shares expressed to be owned by such Shareholder in the recitals to this Agreement, with good and marketable title thereto, and such Shares are not subject to any hypothec, mortgage, lien, hypothec, 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 (d) the execution, delivery and performance of this Agreement does not has been duly authorized by such Shareholder (in the case of a Person other than an individual) and will not contravene duly executed and delivered by or on behalf of such Shareholder; (e) this Agreement constitutes the provisions valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors and others to the extent that equitable remedies are only available in the discretion of the court from which they are sought; (f) in the case of CII, all of its articlesissued and outstanding share capital is owned by Xxxxx Xxxxxx and there is no agreement, by-lawsoption or right capable of becoming an agreement for the purchase, constating documents subscription or other organizational documents or the documents by which it was created or established or the provisions issuance of any indenture, agreement of its unissued shares or other instrument to which he securities capable of being converted 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 Shareholderexchanged for its unissued shares; and 4.1.7 that (g) all of the foregoing representations and warranties will continue to be true and correct and in effect during the term continuance of this Agreement.

Representations and Warranties by Shareholders. Each Shareholder represents and warrants: 4.1.1 warrants to each of the other Shareholders and acknowledges that such each of the other Shareholders is relying on these representations and warranties in connection with entering into this Agreement, that: each Shareholder exclusively owns beneficially and of record the number of issued and outstanding Shares which are expressed to be owned by him/it set out opposite its name in the preamble Schedule A to this Agreement and Agreement, that such those Shares are not subject to any mortgage, hypothec, mortgage, lien, charge, priority, pledge, encumbrance, security interest or adverse claim claim, and that, except in connection with any Transfer permitted pursuant to Sections 4.3 through 4.11 (inclusively), that no Person has any rights to become a holder or possessor of any of such those Shares or of the certificates representing them; if the same; 4.1.2 if such Shareholder is an individual, that he it has the capacity to enter into and give full effect to this Agreement; 4.1.3 ; if such the Shareholder is a corporation or companycorporation, 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 the Shareholder is a trust, partnership or joint venture, that it is duly constituted under the laws which govern it 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 authorized, signed and delivered by it, duly executed and delivered (assuming due signature and delivery by him or itthe other Parties) is a legal, as the case may be, and constitutes a valid and binding obligation of it enforceable against it in accordance with its terms, subject to except as that enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the usual exceptions as to bankruptcy rights of creditors generally and except that equitable remedies may be granted only in the availability discretion of equitable remedies; 4.1.6 that a court of competent jurisdiction; if the executionShareholder is a corporation, the signature, 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 documents, or the provisions of any indenture, agreement or other instrument document to which he or it is a party or by which he or it may be bound and bound; the violation of which would invalidate the execution, delivery and performance of this Agreement by such Shareholder; and 4.1.7 that all Shareholder is not a non-resident for purposes of the foregoing representations Income Tax Act (Canada) [delete as appropriate: and warranties will continue to be true and correct during if the term Shareholder is a corporation, it is a “Canadian-controlled private corporation” within the meaning of this Agreement.the Income Tax Act (Canada)];

Representations and Warranties by Shareholders. Each Shareholder as to itself represents and warrants: 4.1.1 that warrants that: (a) it is the lawful record and beneficial owner of all of the Shares of the Company's capital stock set forth on Schedule 6.4, with absolute right to sell them and with full title thereto, free and clear of any liens, claims, encumbrances or restrictions of any kind; (b) as to such Shareholder exclusively owns the number of Shares which are expressed to be so owned by him/it it, all are validly issued and outstanding, fully paid and nonassessable; there are no undisclosed interests, present or future, in the preamble Shares or the ownership of the Company, nor do any of them know of any assertion of such an interest, or of any facts or circumstances which would give any person any such present or future interest or entitle any person to assert such an interest; (c) there are no provisions of any contract, indenture, agreement or other instrument to which the Shareholder is a party or to which the Shares it owns are subject which would prevent, limit, or condition the sale or transfer of the Shares it owns or the operation of the Company to the Purchaser; (d) neither the execution, delivery nor performance of this Agreement and that such Shares are not subject by Company, or the Shareholder will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any hypothec, mortgage, lien, chargecharge or encumbrance pursuant to, 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 provision of any of such Shares law, rule or of regulation or any order, judgment or decree to which the certificates representing the same; 4.1.2 if such Shareholder is an individual, that he a party or by which it may be bound or affected; (e) the Shareholder has the capacity full power and authority 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 to make the representations, warranties and validly existing under the laws of its jurisdiction of incorporation and that it has the corporate power and capacity to own its assets covenants contained herein 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 carry out 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 betransactions contemplated hereby, and constitutes a valid and binding obligation enforceable in accordance with its terms, subject all proceedings required to be taken by the usual exceptions as Shareholder to bankruptcy and the availability of equitable remedies; 4.1.6 that authorize the execution, delivery and performance of this Agreement does not and the agreements relating hereto have been properly taken, and this Agreement constitutes the valid and binding agreement of the Shareholder; and (f) neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will not contravene (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the provisions Shareholder is subject or, any provision of its articles, by-laws, constating trust documents or other organizational documents (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or the documents by which it was created cancel, or established or the provisions of require any indenturenotice under any agreement, agreement contract, lease, license, instrument, or other instrument arrangement to which he or it the Shareholder is a party or by which he it is bound or it may be bound and the violation to which any 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 Agreementhis or its assets is subject.