Representations and Warranties of Lincoln. Except as set forth in the Disclosure Schedule corresponding to the relevant paragraph below, Lincoln and Lincoln Bank hereby represent and warrant, jointly and severally, to FSB as follows:
Representations and Warranties of Lincoln. Lincoln represents and warrants to Jefferson-Pilot, as follows:
Representations and Warranties of Lincoln. Lincoln represents and warrants to AUSA, which representations and warranties shall survive the Closing in accordance with Section 6.1, as set forth below.
Representations and Warranties of Lincoln. Lincoln represents and warrants as follows to China Niceview and the Shareholder.
Representations and Warranties of Lincoln. Lincoln represents and warrants to Phase Forward as of the date hereof that: ** Confidential Treatment Requested.
Representations and Warranties of Lincoln. Except as Previously Disclosed in a paragraph of its Disclosure Schedule corresponding to the relevant paragraph below, Lincoln hereby represents and warrants to Citizens as follows:
Representations and Warranties of Lincoln. 19 5.1 Organization, Standing and Authority 20 5.2 LPB Capital Stock 21 5.3 Subsidiaries 22
Representations and Warranties of Lincoln. As a material inducement to Ion MHC and Ion Bank to enter into this Agreement, and with the understanding that Ion MHC and Ion Bank will be relying thereon in consummating the Transactions, the Lincoln parties, jointly and severally, hereby represent and warrant to Ion MHC and Ion Bank that except as set forth in Lincoln’s Disclosure Schedules delivered by Lincoln to Ion MHC on the date of this Agreement, the statements contained in this Article V are true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, except for representations and warranties made as of a specific time, which shall be true and correct as of such time. Lincoln’s Disclosure Schedules are arranged in sections corresponding to the sections and subsections of this Article V, and disclosure in one section of Lincoln’s Disclosure Schedules shall constitute disclosure for all sections of Lincoln’s Disclosure Schedules only to the extent to which the applicability of such disclosure is reasonably apparent. Except as set forth in the last sentence of this paragraph, no representation or warranty of the Lincoln parties contained in this Article V shall be deemed untrue or incorrect, and the Lincoln parties shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article V, has had or reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.1 and 5.4, which shall be true and correct in all material respects, and in Section 5.2, which shall be true in all respects.
Representations and Warranties of Lincoln. LINCOLN makes the following representations and warranties to North Bay, no claim in respect of which shall be made or be enforceable by North Bay unless written notice of such claim, with reasonable particulars, is given by North Bay to LINCOLN within a period of twelve (12) months from the date hereof:
(a) LINCOLN is duly incorporated and is validly subsisting under the laws of the State of Nevada;
(b) there is no action, suit, litigation, arbitration, investigation, inquiry or other proceeding in progress, or, to the best of LINCOLN’s knowledge, pending or threatened against or relating to LINCOLN or its material assets and there is no circumstance, matter or thing known to LINCOLN which might give rise to any such proceeding or to any governmental investigation relative to LINCOLN and there is not outstanding against LINCOLN any judgment, decree, injunction, rule or order of any court, government department, commission, agency or arbitrator; and
(c) LINCOLN has the requisite power, capacity and authority to enter into this letter agreement (and all other agreements and documents required to be delivered hereunder) on the terms and conditions herein set forth.
Representations and Warranties of Lincoln. Lincoln represents and warrants as follows and acknowledges that LPT and LPT Sub are relying upon such representations and warranties in connection with the transactions contemplated herein:
(a) Lincoln is a corporation duly organized, validly existing and in good standing under the CBCA with respect to the filing of annual returns, and has the corporate power to own or lease its property and assets and to carry on its business as now conducted by it, is duly licensed or qualified as a foreign corporation in each jurisdiction in which the character of the property and assets now owned by it or the nature of its business as now conducted by it requires it to be so licensed or qualified (save where failure to have such license or qualification is not in the aggregate material) and has the corporate power to enter into this Agreement and perform its obligations hereunder;
(b) the authorized capital of Lincoln consists of an unlimited number of common shares of which as at January 15, 2009 55,392,000 Lincoln Shares were issued and outstanding as fully paid and non-assessable, and 12,421,000 Lincoln Shares were issuable on exercise of all outstanding Lincoln Options and Lincoln Warrants and 1,200,000 Lincoln Shares were issuable in connection with Lincoln Property Assets;
(c) except as described in paragraph 3.02(b) above and as contemplated by this Agreement, no person has any agreement, option, understanding or commitment (including convertible securities, warrants or convertible obligations of any nature) for the purchase or issue of or conversion into any of the unissued shares of Lincoln or any of its subsidiaries or any unissued securities of Lincoln or any of its subsidiaries;
(d) the financial statements of Lincoln appearing on the SEDAR website and to be contained in the Information Circular present fairly the financial position of Lincoln at the relevant dates and the results of its operations and the changes in its financial position for the periods indicated in the said statements and have been prepared in accordance with accounting principles generally accepted in Canada consistently applied (except as to changes in accounting principles publicly disclosed by Lincoln);
(e) there are reasonable grounds for believing that no creditor of Lincoln will be prejudiced by the Arrangement;
(f) the execution and delivery of this Agreement and the consummation of the Arrangement do not and will not:
(i) result in the breach or violate any term or provision of...
