REPRESENTATIONS AND WARRANTIES OF MFC. MFC hereby represents and warrants, and acknowledges that the Corporation is relying on such representations and warranties in entering into this Agreement, that:
7.1 MFC has been duly incorporated and organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite corporate power and authority to carry its business;
7.2 There is no action, proceeding or investigation pending or, to the knowledge of MFC and its directors and officers, threatened, against or affecting MFC, at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board or agency, domestic or foreign, which could in any way materially adversely affect MFC or the condition (financial or otherwise) of MFC or which could adversely affect the offering of Common Shares under this Agreement; and
7.3 This Agreement has been duly authorized, executed and delivered on behalf of MFC and is a legal, valid and binding obligation of MFC enforceable in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF MFC. 16 3.01. Organization; Standing; Power............................................................. 16 3.02.
REPRESENTATIONS AND WARRANTIES OF MFC. MFC hereby makes the following representations and warranties to CNB.
REPRESENTATIONS AND WARRANTIES OF MFC. Subject to and giving effect to Sections 3.1 and 3.2 and except as set forth in its Disclosure Schedule, MFC hereby represents and warrants to ANB as follows:
REPRESENTATIONS AND WARRANTIES OF MFC. Except as otherwise specifically described in this Agreement or as Previously Disclosed to Cardinal, MFC hereby makes the following representations and warranties to Cardinal.
REPRESENTATIONS AND WARRANTIES OF MFC. MFC makes the following representations and warranties as of the date hereof and as of each Transfer Date, as the case may be, on which Purchaser relies in purchasing the Receivables and the Other Conveyed Property. Such representations are made as of the execution and delivery of this Agreement and as of each Transfer Date, but shall survive (i) the sale and/or contribution, transfer and assignment of the Receivables and the Other Conveyed Property hereunder, and (ii) the pledge and assignment thereof by Purchaser to the Collateral Agent under the Security Agreement and the Receivables Financing Agreement. MFC and Purchaser agree that Purchaser will assign to Collateral Agent all Purchaser's rights under this Agreement and that the Collateral Agent will thereafter be entitled to enforce this Agreement against MFC in the Collateral Agent's own name on behalf of the Secured Parties.
REPRESENTATIONS AND WARRANTIES OF MFC. MFC hereby represents and warrants to and in favour of the Corporation that:
(a) MFC is a valid and subsisting corporation under the laws of the jurisdiction of its organization and has all the requisite corporate power and authority to carry on its business as now being carried on by it and to own or lease and operate its properties and assets and to issue MFC Shares pursuant to the terms of the Plan of Arrangement, and is duly licensed or otherwise qualified to carry on business in each jurisdiction in which a material amount of its business is conducted or wherein the character of the properties and assets now owned by it makes such qualification necessary;
(b) Other than pursuant to the terms of this Agreement or as set out in the MFC Disclosure Documents, MFC has no outstanding agreements, subscriptions, warrants, options or commitments, nor has it granted any rights or privileges capable of becoming an agreement, subscription, warrant, option or commitment obligating MFC to issue MFC Shares;
(c) As of the date hereof, the authorized share capital of MFC consists of an unlimited number of common shares of which 12,859,756 common shares are issued and outstanding and an unlimited number of class A preferred shares which may be issued in one or more series in respect of which the directors of MFC may fix the number of class A preferred shares which comprise each series and designation, and fix the rights, privileges, restrictions and conditions attached to each series. As of the date hereof, MFC has authorized 140,000 class A preferred shares, series 1, 140,000 class A preferred shares, series A, 100,000 class A preferred shares, series 2 and 20,000 class A preferred shares, series 3 none of which are issued and outstanding;
(d) As of the date hereof, 2,762,000 MFC Shares are reserved for issuance under MFC's stock option plan and, as at the date hereof, 888,000 options to acquire MFC Shares pursuant to MFC's stock option plan are outstanding;
(e) MFC has the requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement and the agreements, documents and transactions contemplated herein are within the corporate power and authority of MFC and have been duly authorized by all necessary corporate action, and this Agreement constitutes a valid and binding obligation of MFC, enforceable in accordance with its terms, subject to applicable bankruptcy, insolve...
REPRESENTATIONS AND WARRANTIES OF MFC. 20 3.1 Organization....................................................... 20 3.2 Authority to Execute and Perform Agreement......................... 20 3.3 Brokerage.......................................................... 20 SECTION 4 -
REPRESENTATIONS AND WARRANTIES OF MFC. MFC and Acquisition Co. each represents and warrants severally to BLI as follows:
REPRESENTATIONS AND WARRANTIES OF MFC. Except as set forth in the Disclosure Schedule, MFC and Montgomery hereby represent and warrant, jointly and severally, to UCB:
