REPRESENTATIONS AND WARRANTIES OF CHCI Sample Clauses

REPRESENTATIONS AND WARRANTIES OF CHCI. 17 Section 3.01. Making of Representations and Warranties; Certain Definitions.....................................................17 Section 3.02. Organization and Corporate Power..........................18 Section 3.03. Authority.................................................19 Section 3.04. Capitalization............................................20 Section 3.05.

REPRESENTATIONS AND WARRANTIES OF CHCI. Except as set forth on the Disclosure Schedule delivered by CHCI to HUNAPU INC. prior to the execution of this Agreement (the "CHCI Disclosure Schedule") and making reference to the particular subsection of this Agreement to which exception is being taken, and CHCI represents and warrants to CHSI and HUNAPU INC. as follows:

REPRESENTATIONS AND WARRANTIES OF CHCI. CHCI represents and warrants to NEW YORK MEDICAL, subject to such exceptions as are specifically disclosed in the CHCI Disclosure Schedule (referencing the appropriate section and paragraph numbers) delivered by CHCI to NEW YORK MEDICAL on or prior to the date of this Agreement, as follows:

REPRESENTATIONS AND WARRANTIES OF CHCI. CHCI represents and warrants to and in favour of Vaxxinator as follows, and acknowledges that Vaxxinator is relying upon such representations and warranties in connection with the completion of the transactions contemplated herein: (a) CHCI and Subco are each a corporation incorporated and validly existing under the laws of the jurisdiction of its formation. CHCI and Subco each have all requisite corporate power and authority to enter into and, in the case of CHCI, subject to the approval by the CHCI Shareholders of the CHCI Meeting Matters and, in the case of Subco, approval of the Amalgamation by the Subco Shareholder, perform its obligations under this Agreement and any Ancillary Agreement to which it is a party (subject to receipt of any remaining necessary approvals as set out in this Agreement), and to consummate the transactions contemplated hereby and thereby. (b) Other than Subco, Gasmuz Construction Inc., and 968907 Ontario Inc., CHCI has no direct or indirect subsidiaries, Affiliates or Associates, nor any investment in any Person or any Contract, option or commitment to acquire any such investment. All of the issued and outstanding securities of Subco are held by CHCI, free and clear of any Encumbrance. (c) The authorized capital of CHCI consists of an unlimited number of CHCI Shares. As of the date of this Agreement, and prior to giving effect to the Consolidation, 20,575,866 CHCI Shares are currently issued and outstanding as fully paid and non-assessable shares in the capital of CHCI. In addition to CHCI Shares, CHCI has 2,057,586 CHCI Options outstanding. Except for such CHCI Shares and CHCI Options, CHCI has no other securities outstanding. The authorized capital of Subco consists of an unlimited number of common shares of which there are currently 100 common shares issued and outstanding as fully paid and non-assessable shares in the capital of Subco. (d) Other than this Agreement, no Person has any written or oral Contract or option or any right or privilege (whether by Law, pre-emptive, contractual or otherwise) capable of becoming a Contract or option, including securities, warrants or convertible obligations of any kind, for: (i) the purchase of any securities of CHCI or Subco; or (ii) the purchase of any of the assets of CHCI or Subco, other than in the ordinary course of business. (e) On the Effective Date, the Resulting Issuer Shares will be duly and validly issued and outstanding as fully paid and non-assessable common shares in t...