Representations and Warranties of SBI. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed, SBI hereby represents and warrants to Sky:
Representations and Warranties of SBI. In this Article IV and in Articles V, VI and VII hereof, references to “SBI” shall be deemed to include the Subsidiaries of SBI unless the context in which it is being used would reasonably require otherwise. Except as set forth on the SBI Disclosure Schedule or (other than with regards to Section 4.23) with respect to the Distribution Assets, SBI hereby represents and warrants to Parent and Purchaser as follows:
Representations and Warranties of SBI. SBI hereby represents and warrants to Princeton that the following are true and correct as of the Agreement Date, and will be true and correct as of the Effective Time:
Representations and Warranties of SBI. SBI represents and warrants to Client as follows:
Representations and Warranties of SBI. SBI represents and -------------------------------------- warrants to the BSC Shareholders (and the word "it" in this Article III refers to SBI and each of its Subsidiaries), that, except as specifically disclosed by SBI to the BSC Shareholders in writing in the disclosure schedules being delivered to the BSC Shareholders (the "SBI Schedules") and which SBI Schedules ------------- shall identify the specific sections or subsections in the Agreement to which each such disclosures relates, to the best of its knowledge:
(a) Corporate Organization and Qualification. SBI is a corporation duly incorporated, validly existing and duly subsisting under the laws of the Commonwealth of Pennsylvania and is in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by SBI requires such qualification, except for such failure to qualify or be in such good standing which, when taken together with all other such failures, would not have a material adverse effect on SBI. It has the requisite corporate and other power and authority (including all federal, state, local and foreign governmental authorizations) to carry on its business as now conducted and to own its properties and assets.
Representations and Warranties of SBI. On or prior to the date hereof, SBI has delivered to Horizon a schedule (the “SBI Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article III or to one or more of its covenants contained in Article V.
Representations and Warranties of SBI. SBI represents and warrants to and in favour of BA Tech as follows:
(a) SBI is a corporation duly amalgamated and validly existing under the Act and is governed by the Act and has the corporate power and authority to own, operate and lease its property and assets and to carry on its business as now being conducted by it, and it is duly registered, licensed or qualified to carry on business in each jurisdiction in which a material amount of its business is conducted or where the character of its properties and assets make such registration, licensing or qualification necessary;
(b) SBI has the corporate power and authority to enter into this Agreement and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder;
(c) the authorized capital of SBI consists of an unlimited number of preference shares, issuable in series, and an unlimited number of SBI Common Shares, of which 26,020,128 SBI Common Shares are issued and outstanding;
(d) no individual, firm, corporation or other person holds any securities convertible or exchangeable into any shares of SBI or of any of its subsidiaries or has any agreement, warrant, option or any right capable of becoming an agreement, warrant or option for the purchase of any unissued shares of SBI or any of its subsidiaries, except for:
(i) warrants to acquire 9,301,950 SBI Common Shares;
(ii) options to acquire 700,000 SBI Common Shares; and
(iii) agreements to settle claims against SBI by the issuance of an aggregate of 450,000 SBI Common Shares, subject to regulatory approval.
(e) the execution and delivery of this Agreement by SBI and the completion of the transactions contemplated herein:
(i) do not and will not result in a breach of, or violate any term or provision of the articles or bylaws of SBI or any of the constating documents of its subsidiaries;
(ii) do not and will not, as of the Effective Date, conflict with, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, licence, permit or authority to which SBI or any of its subsidiaries is a party, or to which any material property of SBI or any of its subsidiaries is subject, or result in the creation of any lien, charge or encumbrance upon any of the material assets of SBI or any of its subsidiaries under any such agreement, instrument, licence, permit or authority or give to any person any material interest or right, inclu...
Representations and Warranties of SBI. SBI hereby represents and warrants to the Beneficiaries that, as of the date hereof:
Representations and Warranties of SBI. As an inducement to United to enter into this Agreement and to consummate the transactions contemplated hereby, SBI represents, warrants, covenants and agrees as follows:
Representations and Warranties of SBI. SBI makes the following representations and warranties to Acquiror, each of which is true and correct on the date hereof and shall be true and correct at Closing:
