Common use of Representations and Warranties of Lynx Clause in Contracts

Representations and Warranties of Lynx. Lynx hereby represents and warrants to each 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 Stockholders) 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 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 StockholdersStockholder) 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 each Stockholder as follows: Grizzly that (a) Lynx is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State Province of Delaware. (b) Lynx Ontario and has all necessary the corporate power and authority to execute and deliver enter into this Agreement and to consummate carry out its obligations hereunder, (b) 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 Stockholders) 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 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, (iic) neither 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 nor does not, and the consummation performance of this Agreement by Lynx of the transactions contemplated hereby nor compliance by Lynx with the provisions hereof shall (x) will not materially conflict with 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 material violation or breach of, or constitute material default (with or without notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellationcancellation or acceleration of any obligation or the loss of a material benefit under, material modification 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) under any provision of the terms, conditions Articles of Organization or By-laws of Lynx or (B) any provisions of any Contract loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license of or applicable to which Lynx is a party or by which Lynx or any of Lynx's properties or assets may be bound , or (zC) violate any Governmental Order judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Lynx or any of Lynx's its properties or assets., which Violation, in the case of each of clauses (B) and (C), individually or in the aggregate would prevent or materially delay the exercise by Grizzly of the Option or any other right of Grizzly under this Agreement, or be subject to any statute or regulation of the type referred to in Section 6.16 of the Merger Agreement or result in a "Distribution Date" or "Triggering Event" under any Lynx shareholder rights plan, (f) except as described in Section 4.04 of the Merger Agreement, the execution and delivery of this Agreement by Lynx does not, and the performance of this Agreement by Lynx will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, and (g) any shares of Grizzly Common Stock acquired by Lynx in connection with Grizzly's exercise of the Option will not be acquired by Lynx with a view to public distribution or resale in any manner which would be in violation of federal or state securities laws. Representations and