Representations and Warranties of GEI Sample Clauses

Representations and Warranties of GEI. All representations and warranties in this Agreement by GEI shall be true and correct in all material respects on the date when made and on and as of the Closing date with the same effect as if made on and as of the Closing date.

Representations and Warranties of GEI. GEI hereby represents and warrants to the Company and Investor as follows:

Representations and Warranties of GEI. GEI represents and warrants to the Millers and to Parent as follows:

Representations and Warranties of GEI. To induce CXI to enter into this Agreement and to consummate the Transactions, GEI and Sellers make the following representations and warranties, which representations and warranties shall survive the Closing

Representations and Warranties of GEI. Except as set forth in the applicable section of the disclosure schedule delivered by GEI to Sellers prior to the execution of this Agreement (the "GEI Disclosure Schedule"), GEI represents and warrants to Sellers as follows:

Representations and Warranties of GEI. GEI represents and warrants to the Millers and to the Corporation as follows:

Representations and Warranties of GEI. GEI represents and warrants to GCI as follows and acknowledges that GCI is relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: (a) GEI is a corporation existing under the laws of the Province of Ontario, has the requisite power and authority to enter into this Agreement and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement by XXX has been duly authorized by the Board and do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance): (i) result in the breach or violation of any of the provisions of, or constitute a default under: A) any provision of its constating documents or by-laws or resolutions of the Board (or any committee thereof) or GEI Shareholders; B) assuming compliance with the matters referred to in Section 3.01(d), any Applicable Law in respect of GEI; or C) any other contract or agreement that is material to GEI or its subsidiaries, considered as a whole; (ii) give rise to any right of termination or acceleration of any material third party indebtedness of GEI or its subsidiaries, or cause any such indebtedness to come due before its stated maturity; (c) this Agreement has been duly executed and delivered by GEI and is a legal, valid and binding obligation of GEI, enforceable against GEI in accordance with its terms, subject to bankruptcy, fraudulent transfer, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies and the enforceability of any limitations of liability or other exculpatory provisions or indemnities that purport to limit or exculpate a Party from or indemnify such Party for, liabilities imposed by Applicable Law on such Party; and (d) other than (i) receipt of the Interim Order and the Final Order and the filing of materials with the Court in connection therewith; (ii) the receipt of such other approvals of Governmental Authorities as have already been obtained; (iii) any approvals required by the Interim Order or the Final Order; and (iv) filings with the Director under the OBCA, no authorization, consent or approval of, or filing with any Governmental Authority or any court or other authority is necessary for the consummation by GEI of its obligations under this Agreement, except for such authorizations...

Representations and Warranties of GEI. GEI represents and warrants to and agrees with, each of the Company and Lxxxxx as of the date hereof and as of the Closing Date as follows:

Representations and Warranties of GEI. GEI hereby represents and warrants to WCC that, the statements contained in the following paragraphs of this Section 3 are all true and correct as of the Closing Date:

Representations and Warranties of GEI. GEI hereby represents and warrants that effective this date and the Closing Date, the representations and warranties listed below are true and correct: