REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents and warrants to the Stockholder and the Individual that Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by and on behalf of Newco and, assuming due authorization, execution and delivery by the Stockholder and the Individual, constitutes a legal, valid and binding obligation of Newco enforceable in accordance with its terms. Except for the filings required under the HSR Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other person is necessary for the execution of this Agreement by and on behalf of Newco and the consummation by Newco of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by Newco, the consummation of the transactions contemplated hereby nor the compliance with the terms hereof by Newco will conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation or by-laws of Newco, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Newco or to Newco's property or assets. If the Option (as defined herein) is exercised, the Subject Shares will be acquired for investment for Newco's own account, not as a nominee or agent and not with a view to the distribution of any part thereof. Newco has no present intention of selling, granting any participation in or otherwise distributing the same nor does Newco have any contract, undertaking, agreement or arrangement with any person with respect to any of the Subject Shares. Newco further understands that the Subject Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or pursuant to an exemption therefrom.
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents and warrants to each of the Stockholders as follows, as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents and warrants to each of the Shareholders as follows, as of the Closing Date and the Effective Date:
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents and warrants to ERP Operating Partnership as follows:
(a) Newco (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite corporate power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted by Newco, (iii) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify would not result in a "Material Adverse Effect on Newco" (as such term is hereinafter defined), and (iv) has the corporate power and authority to execute, deliver and perform its obligations under this Agreement. As employed herein, the term "Material Adverse Effect on Newco" shall mean (i) a materially adverse effect on the financial condition of Newco, or (ii) material impairment of the ability of Newco to pay any amount due, or to perform any other material obligation, under any Letter of Credit Document or Alternate Reimbursement Document.
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents, warrants, agrees and acknowledges, in respect of itself only, to the other parties hereto, as an inducement to such other parties to enter into this Agreement, that:
(a) it has necessary power and authority to execute and deliver this Agreement and to perform and carry out the transactions contemplated hereby;
(b) the execution, delivery and performance of this Agreement has been duly and validly authorized by all required actions of such party;
(c) no authorization or approval from any governmental authority of any jurisdiction is necessary for the due execution and delivery of this Agreement and the performance of the transactions contemplated hereby;
(d) the execution, delivery and performance of this Agreement will not (x) violate the provisions of the charter, bylaws, memorandum or articles of association or other constitutional document of such party, (y) violate any order, writ, injunction, decree, rule or regulation, applicable to such party or (z) conflict with or constitute a breach of or default under any agreement to which it is a party or by which any of its assets or property is bound;
(e) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms;
(f) there is no action, suit, proceeding, claim or investigation pending or threatened against or affecting the transactions contemplated by this Agreement; and
(g) it has not undertaken any activity for the purpose of, or that could be reasonably expected to result in, conditioning the U.S. market for the issuance of the Newco Shares.
REPRESENTATIONS AND WARRANTIES OF NEWCO. Section 6.01
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco represents and warrants to and in favour of each of the other Parties and acknowledges that each of them is relying on such representations and warranties in connection with the matters contemplated in this Agreement:
(a) the authorized capital of Newco consists of an unlimited number of Newco Shares, of which one (1) Newco Share is issued and outstanding, fully-paid and non-assessable and owned legally and beneficially by ULC;
(b) at the date hereof, no Person holds any securities convertible into Newco Shares or has any agreement, warrant, option or other right capable of becoming an agreement, warrant or option for the purchase or other acquisition of any issued or unissued shares of Newco, except as contemplated by the Plan of Arrangement; and
(c) Newco has no non-cash assets and no liabilities and has not carried on any business since its date of incorporation, other than as provided for herein and in the Plan of Arrangement.
REPRESENTATIONS AND WARRANTIES OF NEWCO. 25 Section 3.1. Organization and Qualification............................................... 25
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco and Cantel hereby jointly and severally represent and warrant to MediVators that:
