Representations and Warranties of Lynx Sample Clauses

Representations and Warranties of Lynx. Lynx hereby represents and warrants to each the Stockholder as follows: (a) Lynx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Lynx has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Lynx of this Agreement and the consummation by Lynx of the transactions contemplated hereby have been duly and validly authorized and approved by all required corporate action. This Agreement has been duly executed and delivered by Lynx, and (assuming due authorization, execution and delivery by the Stockholder) constitutes a legal, valid and binding obligation of Lynx, enforceable against it in accordance with its terms. (c) Except for filings under the HSR Act, if applicable, (i) no filing with and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by Lynx and the consummation by Lynx of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by Lynx nor the consummation by Lynx of the transactions contemplated hereby nor compliance by Lynx with the provisions hereof shall (x) conflict with or result in any breach of any applicable trust, partnership agreement or other Contracts or organizational documents applicable to Lynx, (y) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any Contract to which Lynx is a party or by which Lynx or any of Lynx's properties or assets may be bound or (z) violate any Governmental Order applicable to Lynx or any of Lynx's properties or assets.

Representations and Warranties of Lynx. Lynx hereby represents and warrants to the Purchaser and PWIN the facts set forth in Article IV of the Share Exchange Agreement, which Article IV is hereby incorporated by reference into this Agreement, and acknowledges that the Purchaser and PWIN are relying on those representations and warranties in connection with the sale of the Purchased Securities. Lynx hereby also represents and warrants to the Purchaser that the Lynx Special Warrants have been duly issued to the holders thereof, as set out in Schedule 2, and that the Lynx Special Warrants constitute a valid and binding obligation of Lynx to issue Lynx Shares and Lynx Warrants to the holders thereof, pursuant to the terms of the same.

Representations and Warranties of Lynx. Lynx represents and warrants to the Purchaser and PWIN as follows and acknowledges that the Purchaser and PWIN are relying on these representations and warranties in connection with the Share Exchange: (a) Due Incorporation - Lynx is a corporation duly incorporated and validly existing under the laws of Ontario.

Representations and Warranties of Lynx. 5.1 Subject to Schedule 5.1, Lynx represents and warrants to the Seller as of the Signing Date and of the Closing as follows:

Representations and Warranties of Lynx. Lynx represents and warrants to Grizzly that (a) Lynx is a corporation duly incorporated, validly existing and in good standing under the laws of the Province of Ontario 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 Lynx and the consummation by Lynx of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Lynx and no other corporate proceedings on the part of Lynx are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Lynx and constitutes a valid and binding obligation of Lynx, and, assuming this Agreement constitutes a valid and binding obligation of Grizzly, is enforceable against Lynx in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and subject to usual equity principles, (d) Lynx 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, 3,391,656 unissued Lynx Shares and such other shares of the Lynx 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 created by or through Grizzly), (e) the execution and delivery of this Agreement by Lynx does not, and the performance of this Agreement by Lynx 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, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets pursuant to (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), (A) any provision of the Articles of Organization or By-laws of Lynx or (B) any provis...

Representations and Warranties of Lynx. Lynx was formed as a Delaware corporation on April 14, 2023 (the “Formation Date”). Lynx conducted no business operations prior to the Formation Date and there are no predecessor entities to Lynx. Except as set forth in the disclosure schedules delivered by Lynx to the Company on the date hereof (the “Lynx Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, Lynx represents and warrants to the Company as follows:

Representations and Warranties of Lynx. In order to induce Inex to enter into and consummate the transactions contemplated by this Agreement, Lynx represents and warrants to Inex the statements contained in Schedule C as representations and warranties that are true, accurate and complete as at the date of this Agreement and at the Closing Time as if such representations and warranties were made at the Closing Time (except insofar as such representations and warranties are stated to be given as of a particular date or for a particular period and relate solely to such date or period, in which case such representations and warranties are true, accurate and complete in all material respects as at that date).

Representations and Warranties of Lynx. Lynx hereby represents and warrants to Investor that the statements in the following paragraphs of this Section 5 are, as of the date of this Agreement, and will be, as of the Closing Date, true and correct:

Representations and Warranties of Lynx. Lynx represents and warrants to and in favour of SG as set out in Schedule “B” hereto and acknowledges that SG is relying upon the same in connection with the entering into of this Agreement and the completion of the Share Purchase.