Representations and Warranties of ExchangeCo. Exchangeco represents and warrants to the Vendors as set out in Part 3 of Schedule "D" and acknowledges that the Vendors are relying on these representations and warranties in entering into this Agreement and performing their obligations under the same.
Representations and Warranties of ExchangeCo. ExchangeCo represents and warrants to each OCGH Limited Partner, as of each Exchange Date, as follows:
Representations and Warranties of ExchangeCo. Exchangeco and WACI jointly and severally represent and warrant to the Vendors as follows and acknowledges that the Vendors are relying on these representations and warranties in entering into this Agreement and performing their obligations under the same:
Representations and Warranties of ExchangeCo. Exchangeco represents and warrants to the Vendor as set out in Part 3 of Schedule "D" and acknowledges that the Vendor is relying on these representations and warranties in entering into this Agreement and performing thisheir obligations under the same.
Representations and Warranties of ExchangeCo. Exchangeco represents and warrants to the Vendor as follows and acknowledges that the Vendor is relying on these representations and warranties in entering into this Agreement and performing his obligations under the same:
(a) DUE INCORPORATION - Exchangeco is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation.
Representations and Warranties of ExchangeCo. Exchangeco represents and warrants to all other parties hereto, that the statements contained in this Article 4 are true and correct, and Exchangeco acknowledges that the other parties are relying upon the representations and warranties in connection with the amalgamation.
Representations and Warranties of ExchangeCo. ExchangeCo represents and warrants to and in favour of Baytex, AcquisitionCo, Crew, Baytex Resources and the Trust as follows, and acknowledges that Baytex, AcquisitionCo, Crew, Baytex Resources and the Trust are relying upon such representations and warranties:
(a) ExchangeCo is duly incorporated and validly existing under the laws of Alberta and has the corporate power and capacity to own or lease its property and assets, to carry on its business as now conducted by it, to enter into this Agreement, and to perform its obligations hereunder;
(b) the authorized capital of ExchangeCo consists, or will consist as of the Effective Date, of an unlimited number of common shares of which as at the date hereof only 100 common shares and are issued and outstanding, all of which are owned legally and beneficially by the Trust and are fully paid and non-assessable;
(c) the execution and delivery of this Agreement and all documents to be delivered pursuant hereto and the completion of the transactions contemplated hereby:
(i) do not and will not result in the breach of, or violate any term or provision of, the articles or by-laws of ExchangeCo;
(ii) except as previously disclosed in writing to Baytex and Crew, do not, and will not as of the Effective Date, conflict with, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, license, permit or authority to which ExchangeCo is a party or by which it is bound and which is material to ExchangeCo or to which any material property of ExchangeCo is subject, or result in the creation of any encumbrance upon any of the assets of ExchangeCo under any such agreement, instrument, license, permit or authority, or give to any Person any interest or right, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, license, permit or authority; and
(iii) do not, and will not as of the Effective Date, violate any provision of law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable and known to ExchangeCo, the breach of which would have a material adverse effect on ExchangeCo;
(d) there are no actions, suits, proceedings, claims or investigations commenced or, to the knowledge of ExchangeCo, contemplated or threatened against or affecting ExchangeCo in law or in equity before or by any domestic or foreign government department, comm...
Representations and Warranties of ExchangeCo. Except as set forth on the disclosure schedule delivered by Exchangeco to the Company and the Principal Stockholders on the date hereof, as supplemented or modified prior to the Closing (the "Exchangeco Disclosure Schedule"), the section numbers of which are numbered to correspond to the section numbers of this Agreement to which they refer, Exchangeco hereby makes the following representations and warranties to Barnabus, the Company and the Stockholders:
Representations and Warranties of ExchangeCo. 42 6.1 Organization and Qualification.........................................................43
Representations and Warranties of ExchangeCo. Exchangeco represents and warrants to the Company and the Depositary as follows as of the Closing Date and acknowledges that the Company and the Depositary are relying on these representations and warranties in entering into this Agreement and performing their obligations under the same:
(a) Due Incorporation - Exchangeco is a corporation duly incorporated and validly existing under the laws of the Province of New Brunswick..
(b) Capacity to Enter Agreement - Exchangeco has all necessary power, authority and capacity to enter into this Agreement and perform its obligations hereunder.
