Representations and Warranties of Acquireco Sample Clauses

Representations and Warranties of Acquireco. Acquireco represents and warrants to and in favour of the Corporation as follows and acknowledges that the Corporation is relying upon such representations and warranties in connection with entering into this Agreement and completing the Arrangement:
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Representations and Warranties of Acquireco. Acquireco represents and warrants to and in favour of the Corporation as follows and acknowledges that the Corporation is relying upon such representations and warranties in connection with entering into this Amendment and completing the Arrangement: (a) Authority and No Violation. (i) It has the requisite power and capacity to execute, deliver and perform its obligations hereunder. The execution, delivery and performance of this Amendment by it has been duly authorized and no other proceedings on its part are necessary to authorize the execution, delivery and performance of this Amendment. (ii) This Amendment has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and to general principles of equity. (iii) The execution, delivery and performance by it of this Amendment will not: A. result in a violation or breach of, require any consent to be obtained under or give rise to any termination rights or payment obligation under any provision of: 1. its Articles or Bylaws (or other constating documents); 2. any resolution of its board of directors (or any committee thereof) or of its shareholders; 3. any applicable Laws; or 4. any material Contract to which it or its subsidiaries is a party or by which any of them is bound or their respective properties or assets are bound; or B. give rise to any right of termination or acceleration of indebtedness, or cause any of its third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available where such event would materially impair its ability to complete or materially prevent it from completing the Arrangement. (iv) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by it in connection with the execution, delivery or performance of this Amendment.
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Representations and Warranties of Acquireco. AcquireCo hereby represents and warrants to and covenants with the Securityholder that: (a) AcquireCo is duly formed and validly existing under the laws of its jurisdiction of formation. AcquireCo has all necessary corporate power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement and to consummate the transactions contemplated hereby; (b) AcquireCo is duly authorized to execute and deliver this Agreement and this Agreement, upon acceptance by the Securityholder, will be a valid and binding agreement, enforceable against AcquireCo in accordance with its terms, and the execution of this Agreement will not constitute a violation of or default under, or conflict with, any restrictions of any kind of any contract, commitment, agreement, understanding or arrangement to which AcquireCo is a party and by which AcquireCo is bound; and (c) the AcquireCo Shares and AcquireCo Warrants, as the case may be, issuable pursuant to the Arrangement will be validly issued as fully paid and non-assessable and, subject to compliance with Section 2.6 of National Instrument 45-102, shall not be subject to a hold period under applicable securities laws in Canada, other than resales by control persons.
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Representations and Warranties of Acquireco. AcquireCo hereby makes the representations and warranties set forth in this Section 4.2 to and in favour of TargetCo and acknowledges that TargetCo is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.
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Representations and Warranties of Acquireco. Acquireco hereby represents and warrants to the Shareholders that on the date hereof:
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Representations and Warranties of Acquireco. AcquireCo hereby represents and warrants to and covenants with the Securityholder that: (a) AcquireCo is duly formed and validly existing under the laws of its jurisdiction of formation. AcquireCo has all necessary corporate power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement and to consummate the transactions contemplated hereby; and (b) AcquireCo is duly authorized to execute and deliver this Agreement and this Agreement, upon acceptance by the Securityholder, will be a valid and binding agreement, enforceable against AcquireCo in accordance with its terms, and the execution of this Agreement will not constitute a violation of or default under, or conflict with, any restrictions of any kind of any contract, commitment, agreement, understanding or arrangement to which AcquireCo is a party and by which AcquireCo is bound.
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Related to Representations and Warranties of Acquireco

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company as follows:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • REPRESENTATIONS AND WARRANTIES OF DEBTOR Debtor represents, warrants and acknowledges that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; (2) Each account, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors will be the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) The locations specified in Schedule ‘A’ as to business operations and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

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