Representations and Warranties of Each of the Parties. Each Party, severally and not jointly, represents and warrants to each other Party that the following are true and correct as of the date hereof:
Representations and Warranties of Each of the Parties. Each party to this Agreement upon execution represents and warrants to each other party to this Agreement as follows:
(a) It is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to own and operate its properties and assets and to carry on its business in all material respects as it is currently conducted.
(b) Except as contemplated by this Agreement, and other than the filings and/or notices required to effect the Merger and filings required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no notices, reports or other filings are required to be made by it or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by it or any of its Subsidiaries from, any Governmental Entity, in connection with the execution and delivery of this Agreement by it and the performance of its obligations hereunder, except those that the failure to make or obtain would not, individually or in the aggregate, prevent, materially delay or materially impair its ability to perform its obligations hereunder.
(c) The execution, delivery and performance of this Agreement by it do not, and the performance of its obligations hereunder will not, constitute or result in (A) a breach or violation of, or a default under, its certificate of incorporation, by-laws or other governing instruments, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other Encumbrance on its assets or the assets of any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to any Contract binding upon it or any of its Subsidiaries or any Law or governmental or non-governmental permit or license to which it or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of its or its Subsidiaries’ Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, would not be reasonably likely to prevent, materially delay or materially impair its ability to perform its obligations hereunder.
(d) It has all requisite power and authority and has taken all corporate or other organizational action necessary in order to execute, deliver and perform its obligations un...
Representations and Warranties of Each of the Parties. Except as otherwise set forth below, each of the Parties hereby represents and warrants to each other Party, as of the date hereof and the Closing Date, as follows:
Representations and Warranties of Each of the Parties. Each Party represents and warrants to the other as of the Effective Date:
(a) Such Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, is duly qualified and in good standing as a foreign corporation in every state in which the character of its business requires such qualification (except where the failure to obtain such foreign qualification would not have a material adverse effect on such Party’s business) and has the power to own its property and carry on its business as now conducted.
(b) The execution and delivery by such Party of this Agreement, the consummation by such Party of the transactions contemplated hereby and the compliance by the such Party with the terms of this Agreement, (i) are within such Party’s power and authority and (ii) have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by such Party and constitutes a valid and binding agreement of such Party, enforceable in accordance with its terms.
Representations and Warranties of Each of the Parties. 13 Section 3.01 Authority...............................................13 Section 3.02
Representations and Warranties of Each of the Parties. Assignee hereby represents and warrants with respect to itself and Affiliates of Assignee that are parties to any of the Transaction Documents and Rainy River hereby represents and warrants with respect to itself and Affiliates of Rainy River which are parties to any of the Transaction Documents as follows:
Representations and Warranties of Each of the Parties. Each of the Parties represents and warrants to each of the other Parties that:
Representations and Warranties of Each of the Parties. Each of the Shareholders represents, warrants and covenants to each of the other Parties that:
(a) it has the full power, authority and capacity to enter into and perform this Agreement and all transactions contemplated herein;
(b) the execution, delivery and performance of this Agreement by it does not and will not conflict with, accelerate the performance required by, result in any breach or contravention of, constitute a default under or result in the creation of any Encumbrance under or pursuant to the provisions of: (i) any agreement or other instrument to which it is a party or by which it is bound or to; or (ii) any Applicable Laws in respect of which it must comply;
(c) upon its execution and delivery, this Agreement constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except that:
(i) enforceability may be limited by an Insolvency Event;
(ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court;
(iii) a court may stay proceedings before it by virtue of equitable or statutory powers; and
(iv) rights of indemnity hereunder may be limited under Applicable Laws;
(d) no Insolvency Event has occurred in relation to such Party and it is able to pay its debts as they become due;
(e) it is the legal and beneficial owner of Shares and that none of such Shares are subject to any mortgage, lien, charge, pledge, encumbrance, security interest or adverse claim and that no other Person has any rights to become a holder or possessor of any of such Shares or of the certificates representing the same; and
(f) subject to the terms of this Agreement, all of the foregoing representations and warranties shall continue to be true and correct during the continuance of this Agreement.
Representations and Warranties of Each of the Parties. Each party represents and warrants as to itself, as of the date of this Agreement and as of the Closing, as follows:
