REPRESENTATIONS AND WARRANTIES OF PDI. PDI represents and warrants to Celestial that at the date of this Agreement, except as disclosed in the disclosure statement of PDI delivered by PDI to Celestial on the date hereof (the "PDI Disclosure Statement"):
REPRESENTATIONS AND WARRANTIES OF PDI. As a material inducement for Parent and Merger Sub to enter into this Agreement and to consummate the transactions contemplated hereby, PDI and the PDI Shareholders hereby jointly and severally make the following representations and warranties as of the date hereof, each of which is relied upon by Parent and Merger Sub regardless of any investigation made or information obtained by or on behalf of Parent:
REPRESENTATIONS AND WARRANTIES OF PDI. PDI represents and warrants to [***] that:
REPRESENTATIONS AND WARRANTIES OF PDI. PDI represents and warrants to Manufacturer as follows:
6.2.1 the Specifications and other Intellectual Property provided by PDI to Manufacturer do not infringe the intellectual property rights of any third party, including without limitation, any utility patent, design patent, trade secret or other intellectual or proprietary rights; and
6.2.2 that the persons signing this Agreement on behalf of PDI are authorized to sign on its behalf.
REPRESENTATIONS AND WARRANTIES OF PDI. 2.01 PDI represents and warrants to and covenants with Newhawk as follows, with the intent that Newhawk shall rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated in Section 3 hereof:
(a) PDI is a company duly amalgamated under the laws of Canada, validly exists, is extra-provincially registered in British Columbia and is in good standing with respect to both the filing of annual returns and financial statements required to be sent to the Director, Corporations Branch, Consumer and Corporate Affairs, Canada and the filing of extraprovincial annual reports with the British Columbia Registrar of Companies;
(b) PDI has the full right and authority to enter into this Agreement and the making and performance by PDI of this Agreement will not violate any provision of applicable law, or result in a breach or constitute a default under PDI's constating documents or any other agreement to which PDI is a party;
(c) PDI is a resident of Canada for the purposes of the Income Tax Act of Canada; and
(d) PDI holds a valid free miner's certificate issued under the Mineral Tenure Act (British Columbia).
2.02 The representations and warranties by PDI contained in this Agreement shall be true at and as of the Closing Date (as hereinafter defined) as though such representations and warranties were made at and as of the Closing Date. Notwithstanding any investigations or inquiries made by Newhawk prior to the Closing Date or the waiver of any condition by Newhawk, the representations and warranties of PDI shall survive the Closing Date, and notwithstanding the completion of the purchase and sale herein provided for, shall continue in full force and effect and PDI shall indemnify and save Newhawk harmless against and from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any such representation or warranty.
REPRESENTATIONS AND WARRANTIES OF PDI. PDI represents and warrants to Prolias that:
(a) Organization of PDI. PDI is a corporation duly formed, validly existing, and in good standing under the laws of Delaware.
REPRESENTATIONS AND WARRANTIES OF PDI. In order to induce SSF to enter into the transactions provided for in this Agreement, PDI hereby warrants and represents to SSF that (as of the date of this Agreement and on the Closing Date, unless otherwise noted) the following warranties and representations shall be true and correct in all material respects, which warranties and representations shall survive the Closing hereunder:
6.1. PDI is a corporation duly organized and validly existing under the laws of the State of Delaware. PDI has the power to (or cause PDI Assignee to) acquire the SSF Interest. PDI has the power to enter into the Transaction contemplated by this Agreement and to execute, deliver and perform this Agreement, and the assumption and other documents contemplated hereby to be executed and performed by PDI or PDI Assignee (collectively, “PDI’s Documents”). The execution, delivery and performance by PDI of this Agreement and the other PDI’s Documents has been duly authorized by all necessary organizational action of PDI, and this Agreement is, and at the Closing, the other PDI’s Documents will, when executed and delivered by PDI or PDI Assignee, constitute the legal, valid, binding obligations of PDI or PDI Assignee enforceable against PDI or PDI Assignee in accordance with their respective terms and provisions, subject to applicable bankruptcy and other like laws affecting the rights of contractual parties and creditors generally, and the exercise of judicial or administrative discretion in accordance with general equitable principles (whether such enforceability is considered in a proceeding in equity or at law).
6.2. There are no suits, actions or proceedings pending or, to the knowledge of PDI, threatened against or affecting PDI before or by any court or administrative agency or officer, to prohibit or enjoin the consummation of the Transaction provided for herein or which could materially and adversely affect the ability of PDI to perform its obligations under PDI’s Documents.
6.3. No consent, approval or other action of, or filing or registration with, any governmental agency or commission is required in connection with the execution, delivery, observance or performance by PDI of this Agreement, the Option Agreement, the Transaction provided for herein or therein or its obligations under the other PDI’s Documents.
6.4. There has not been filed by or against PDI, or any corporation, partnership, limited liability company, or other entity with respect to which PDI is a principal ...
