Representations and Warranties of Corel. Corel represents and warrants to Inprise that (a) Corel is a corporation duly continued, validly existing and in good standing under the laws of Canada and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by Corel and the consummation by Corel of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Corel and no other corporate proceedings on the part of Corel are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Corel, constitutes a valid and binding obligation of Corel and, assuming this Agreement constitutes a valid and binding obligation of Inprise, is enforceable against Corel in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, the availability of injunctive relief and other equitable remedies, and limitations imposed by law on indemnification for liability under securities laws, (d) Corel has taken all necessary corporate action to authorize and reserve for issuance and to permit it to issue, upon exercise of the Option, and at all times from the date hereof through the expiration of the Option will have reserved, 13,000,000 unissued Corel Shares and such other shares of the Corel Common Stock or other securities which may be issued pursuant to Section 10 of this Agreement, all of which, upon their issuance, payment and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, and free and clear of all claims, liens, charges, encumbrances and security interests of any nature whatsoever (other than those (i) created by or through Inprise, or any of its affiliates, (ii) which arise under this Agreement, or (iii) which arise under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Act (Ontario) (the "Ontario Act") or any applicable state securities laws), (e) the execution and delivery of this Agreement by Corel does not, and the performance of this Agreement by Corel will not, materially conflict with, or result in any material violation of, or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellatio...
Representations and Warranties of Corel. Corel represents and warrants to Vector as follows, in each case except as set out in the Corel Disclosure Letter (and each disclosure in the Corel Disclosure Letter will be deemed to be a disclosure for all purposes of this Agreement and a representation and warranty given pursuant to this Article 4):
