Representations and Warranties of PlantX. PlantX represents and warrants to the Purchaser as follows, except as Disclosed, and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein:
(a) PlantX is a corporation validly existing and in good standing under the laws of the jurisdiction of incorporation and is duly registered, licensed or qualified to carry on business under the laws of the jurisdictions in which the nature of its business makes such registration, licensing or qualification necessary;
(b) PlantX has the corporate power and capacity to enter into this Agreement and each additional agreement or instrument to be delivered pursuant to this Agreement, to perform its obligations hereunder and thereunder to own and lease it property, and to carry on its businesses as now being conducted;
(c) this Agreement has been, and each additional agreement or instrument to be delivered pursuant to this Agreement will be prior to the Time of Closing, duly authorized, executed and delivered by PlantX and each is, or will be at the Time of Closing, a legal, valid and binding obligation of PlantX, enforceable against PlantX in accordance with its terms;
(d) the execution and delivery of this Agreement does not, and the consummation of the Transaction will not, (i) result in a breach or violation of the articles or by-laws of PlantX or of any resolutions of the directors or shareholders of PlantX, (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement (including any PlantX Material Contract), license or permit to which PlantX is a party or by which PlantX is bound or to which any material assets or property of PlantX is subject, or (iii) violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to PlantX;
(e) the authorized capital of PlantX consists of an unlimited number of common shares, of which, as of the date of this Agreement, 23,572,220 PlantX Shares are issued and outstanding as fully paid and non-assessable shares; as of the date hereof, nil common share purchase warrants of PlantX are outstanding and 1,500,000 stock options are outstanding exercisable to acquire up to 1,500,000 PlantX Shares at a price of $0.10 per PlantX Share;
(f) PlantX does not own, and has no...
Representations and Warranties of PlantX. PlantX hereby represents and warrants to the Company with as follows:
