REPRESENTATIONS AND WARRANTIES OF OMEGA. We represent and warrant to you that:
(a) we are, and for the term of this Agreement will remain, duly registered in each of the provinces of Canada as a dealer carrying on the business of an “Alternative Trading System” (as defined under National Instrument 21-101 or its successor); and
(b) to the best of our knowledge after due inquiry, use of our Service by you and the use of OSI Trading Data by any of your End-User customers shall not constitute an infringement of any patent, copyright, trademark, trade secret or other proprietary right.
REPRESENTATIONS AND WARRANTIES OF OMEGA. Omega hereby represents and warrants to Advocat as follows:
4.1 Omega is an “accredited investor” as defined in the Securities Act of 1933, as amended (the “Securities Act”), and rules and regulations promulgated thereunder.
4.2 The New Shares are being acquired by Omega solely for its own account for investment, with no present intention of making or participating in a distribution thereof within the meaning of the Securities Act. None of the New Shares will be sold or transferred by Omega in violation of the Securities Act, any state securities law or any other applicable securities legislation and the financial condition of Omega is such that Omega can bear the risk of this investment indefinitely.
4.3 Omega is aware that the New Shares have not been registered under the Securities Act or any state securities law or any other applicable securities legislation, that the New Shares must be held indefinitely unless they are subsequently registered or an exemption from such registration is available and that Advocat is under no obligation to register the New Shares under the Securities Act, any state securities law, or any other applicable securities legislation. Omega is aware that an exemption from the registration requirements of the Securities Act pursuant to Rule 144 thereunder is not presently available; that Advocat has not covenanted to make available an exemption from the registration requirements pursuant to such Rule 144 or any successor rule for resale of the New Shares; and that even if an exemption under Rule 144 were available, the Rule generally permits only routine public market sales of securities in limited amounts in accordance with the terms and conditions of such Rule.
4.4 Omega confirms that Advocat has made available to Omega, or its representatives, the opportunity to ask questions of Advocat’s officers and directors and to acquire such additional information about the business and financial condition of Advocat as Omega has requested, which additional information has been received.
4.5 Omega confirms that no representations or warranties have been made by Advocat other than as set forth or confirmed in this Agreement, and in the documents and agreements which evidence or secure the transactions contemplated by the Transaction Documents (as defined in Section 10.7 below).
REPRESENTATIONS AND WARRANTIES OF OMEGA. OMEGA represents and warrants to the MAJORITY SHAREHOLDER the following:
REPRESENTATIONS AND WARRANTIES OF OMEGA. 10 2.1 Organization, Standing and Power......................................................11 2.2
REPRESENTATIONS AND WARRANTIES OF OMEGA. Except as disclosed in the document of even date herewith delivered by Omega to Online prior to the execution and delivery of this Agreement and referring to the representations and warranties in this Agreement (the "Omega Disclosure Schedule"), any exception so disclosed in the Omega Disclosure Schedule to specifically identify the Section or subsection of this Agreement to which such exception relates, Omega represents and warrants to Online as follows:
REPRESENTATIONS AND WARRANTIES OF OMEGA. Omega represents and warrants to Company that (a) Omega is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida 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 Omega and the consummation by Omega of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Omega and no other corporate proceedings on the part of Omega are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Omega and constitutes a valid and binding obligation of Omega, enforceable against Omega in accordance with its terms, except as such enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity, (d) assuming that the consents, approvals, authorizations, permits, filings and notifications referred to in subsection (e) are obtained or made, as applicable, the execution and delivery of this Agreement by Omega does not, and the performance of this Agreement by Omega will not, result in any Violation pursuant to, (A) any provision of the articles of incorporation or by-laws, each as amended, of Omega, (B) any provisions of any material mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise, or license or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Omega or its properties or assets, except in the case of each of clauses (B) and (C) immediately, above, for Violations which would not, individually or in the aggregate, have a Material Adverse Effect on Omega, (e) except as described in Section 2.3 of the Merger Agreement and Section 2 of this Agreement, and except as may be required under the Exchange Act, the execution and delivery of this Agreement by Omega does not, and the performance of this Agreement by Omega will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity and (f) any Company Shares acquired upon exercise of the Company Option will not be, and the Company Option is not being, acquired by Omega with a view to the public distribution thereof and Omega will not sell or otherwise dispose of such shares in violation of applicab...
REPRESENTATIONS AND WARRANTIES OF OMEGA. Omega hereby represents and warrants to Four Seasons as follows:
REPRESENTATIONS AND WARRANTIES OF OMEGA. Except as otherwise disclosed in one or more schedules numbered to correspond to the following Sections of this Article 4, and delivered concurrently with this Agreement, both as of the date hereof and as of the Effective Time, Omega represents and warrants to Sun as follows:
REPRESENTATIONS AND WARRANTIES OF OMEGA. OMEGA represents and warrants to the MAJORITY SHAREHOLDER as follows:
(a) Organization, Standing and Power. OMEGA is a corporation duly organized, validly existing and in good standing under the laws of the state of Wyoming, is a listed company on the OTC Bulletin Board of United States of America, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary
REPRESENTATIONS AND WARRANTIES OF OMEGA. Except as disclosed in the Omega Reports (as defined in Section 3.12) or as disclosed in the disclosure schedule delivered by Omega to FNB (the “Omega Disclosure Schedule”), Omega hereby represents and warrants to FNB as follows:
