REPRESENTATIONS AND WARRANTIES OF CMI. The representations and warranties of CMI contained in Section 4 shall be true and correct in all respects as of the Closing.
REPRESENTATIONS AND WARRANTIES OF CMI. 14 Section 4.1 Organization and Standing 14 Section 4.2 Capitalization of CMI 14 Section 4.3 Authority and No Violation 15 Section 4.4 Consents, Approvals 16 Section 4.5 Public Disclosure 16 Section 4.6 Financial Statements, Reports 16 Section 4.7 Property, Assets 17 Section 4.8 Liabilities 17 Section 4.9 Litigation, Etc. 17 Section 4.10 Insurance 17 Section 4.11 Absence of Certain Changes or Events 17 Section 4.12 Tax 18 Section 4.13 Employment Matters 19 Section 4.14 Corporate Records 20 Section 4.15 Contracts 20 Section 4.16 Compliance with Laws; Permits 20 Section 4.17 Restrictions on Business Activities 21 Section 4.18 Intellectual Property 21 Section 4.19 Brokerage and Finders’ Fees 21 Section 4.20 Securities laws and Stock Exchanges 21 Section 4.21 Solvency of CMI 21 Section 4.22 Creditors of CMI 22 Section 4.23 Non-Arms Length Contracts 22 Section 4.24 CMI Information 22 Section 4.25 Survival of Representations and Warranties 22
REPRESENTATIONS AND WARRANTIES OF CMI. CMI represents and warrants to and in favour of Genterra as follows:
REPRESENTATIONS AND WARRANTIES OF CMI. CMI hereby represents and warrants to Holdings and CMI Acquisitions as follows:
REPRESENTATIONS AND WARRANTIES OF CMI. CMI represents, covenants and warrants to Revenge as follows:
REPRESENTATIONS AND WARRANTIES OF CMI. Canmax and CMI, jointly and severally, represent and warrant to USC as follows:
REPRESENTATIONS AND WARRANTIES OF CMI. Except (i) as set forth in the CMI Disclosure Schedule attached to this Agreement (the “CMI Disclosure Schedule”) or (ii) disclosed in CMI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and each SEC Report filed subsequent to such Form 10-K but prior to the date of this Agreement, but excluding, in each case, any (x) SEC Report furnished and not filed under the rules and regulations of the SEC and (y) disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature, CMI hereby represents and warrants to Sellers, as follows:
REPRESENTATIONS AND WARRANTIES OF CMI. CMI represents and warrants to Girls On as follows:
REPRESENTATIONS AND WARRANTIES OF CMI. CMI represents and warrants that the following facts and circumstances are, and, as at the Closing Date shall be, true and correct and acknowledges that such facts and circumstances constitute the basis upon which the Shareholders are induced to enter into this Agreement:
(a) Organization, Standing, Etc. CMI is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware. It has all requisite corporate power and authority to carry on its business, to enter into this Agreement, to loan money as contemplated hereby, and to carry out the provisions hereof.
REPRESENTATIONS AND WARRANTIES OF CMI. CMI makes the following representations to the Purchaser as at the Execution Date and as at the Closing, and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, as follows:
