Representations and Warranties of Chemesis Sample Clauses

Representations and Warranties of Chemesis. Chemesis hereby represents and warrants to Spinco as follows: (a) it is a corporation incorporated and subsisting under the laws of British Columbia and has full capacity and authority to enter into this Agreement and, subject to obtaining the requisite approvals and consents contemplated hereby, to perform its obligations hereunder; (b) it has taken all corporate action necessary to authorize the execution and delivery, and the performance of the provisions, of this Agreement and this Agreement has been duly authorized by it; (c) neither the execution and delivery of this Agreement nor the performance of any of its obligations hereunder will constitute a material default under, or be in any material contravention or breach of: (i) any provision of its articles and notice of articles; (ii) any judgment, decree, order, law, statute, rule or regulation applicable to it; or (iii) any agreement or instrument to which it is a party or by which it is bound; and (d) no dissolution, winding-up, bankruptcy, liquidation or similar proceedings have been commenced or are pending or proposed in respect of it.

Representations and Warranties of Chemesis. Chemesis represents and warrants to GSRX and 1493 that: (a) Chemesis is duly organized, validly existing and in good standing under the laws of the Province of British Columbia, and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect. Chemesis is duly qualified to do business in each jurisdiction where the nature of its business or their ownership or leasing of its properties make such qualification necessary and where the failure to so qualify would reasonably be expected to have a material adverse effect; (b) the authorized share capital of Chemesis consists of an unlimited number of common shares without par value. All outstanding common shares in the capital of Chemesis are and when issued the Chemesis Milestone Shares will be duly authorized, validly issued, fully paid and non-assessable. As of the date of this Agreement, there are no outstanding contractual obligations of Chemesis to repurchase, redeem or otherwise acquire any common shares in the capital of Chemesis; (c) the execution and delivery by Chemesis of this Agreement and the consummation by Chemesis of the Transaction have been duly authorized and approved by the Board of Directors of Chemesis and no other corporate proceedings on the part of Chemesis are necessary to authorize this Agreement and the Transaction. This Agreement constitutes a legal, valid and binding obligation of Chemesis, enforceable against Chemesis in accordance with the terms hereof; (d) neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the Transaction hereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party; (e) the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its organizational documents; (f) Chemesis is, and has no reason to believe that it will not in the foreseeable future contin...