Representations and Warranties of Spinco. Spinco represents and warrants to LAC as follows and acknowledges that LAC is relying on such representations and warranties in connection with entering into, and the performance of its obligations under, this Agreement and consummating the Arrangement:
(a) Spinco is validly existing and in good standing under the laws of the Province of British Columbia has all requisite power and authority to acquire, own, lease and operate the North American Business to be acquired pursuant to the Arrangement;
(b) Spinco has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Spinco and is a legal, valid and binding obligation of Spinco, enforceable against Spinco by LAC in accordance with its terms, subject to bankruptcy, fraudulent transfer, moratorium, reorganization or similar Applicable Laws affecting the rights of creditors generally and the availability of equitable remedies and the enforceability of any limitations of liability or other exculpatory provisions or indemnities that purport to limit or exculpate a Party from or indemnify such Party for, liabilities imposed by Applicable Law on such Party;
(c) except as disclosed to LAC or except as would not reasonably be expected to have a Material Adverse Effect on Spinco and its subsidiaries, considered as a whole, the execution and delivery of this Agreement by Spinco and the consummation of the Arrangement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of Spinco or its Affiliates under:
(i) any provision of the constating documents, articles, notice of articles or by-laws or resolutions of the board of directors (or any committee thereof) or shareholders of Spinco;
(ii) any material judgment, decree, order or award of any Governmental Authority having jurisdiction over or binding upon Spinco or its Affiliates or their respective properties and assets; or
(iii) any Applicable Law in respect of Spinco or any of its Affiliates;
(d) the authorized capital of Spinco consists of an unlimited number of Spinco Common Shares and an unlimited number of Spinco Preference Shares, and no shares in the capital stock of Spinco have been issued and none will be issued until the Effective Time;
(e) no person holds any securities convertible into Spinco Common Shares, Spinco Preference Shares or ...
Representations and Warranties of Spinco. Spinco hereby represents and warrants to Merger Partner, Remainco and Shareholder that: 7.
Representations and Warranties of Spinco. Except (i) as set forth in the Spinco Disclosure Letter (it being agreed that, except as otherwise expressly provided in the Disclosure Letter, disclosure of any item in any section of a Party’s Disclosure Letter shall be deemed disclosure with respect to any other section to such Party’s Disclosure Letter to which the relevance of such item is reasonably apparent on its face), (ii) as disclosed in the Xxxxxx SEC Documents (other than any disclosures included in such filings that are predictive, speculative or forward-looking in nature, including any disclosures in any “Risk Factors” sections thereof) or (iii) as expressly contemplated by the Executed Transaction Agreements, Spinco represents and warrants to Hanover as follows and in each case after giving effect to the Distribution (unless otherwise explicitly stated):
Representations and Warranties of Spinco. Each SpinCo Licensor hereby represents and warrants that:
(a) it is a corporation, limited liability company or private limited company, as applicable, organized, validly existing and in good standing under the Laws of jurisdiction specified in the preamble to this Agreement;
(b) it has the requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby;
(c) the execution and delivery by such SpinCo Licensor of this Agreement has been duly authorized and approved by all requisite corporate, limited liability company or private limited company action; and
(d) this Agreement has been duly executed and delivered by such SpinCo Licensor and constitutes the legal, valid and binding obligations of such SpinCo Licensor, assuming due execution of this Agreement by RemainCo, enforceable against such SpinCo Licensor in accordance with its respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at Law).
Representations and Warranties of Spinco. Spinco hereby represents and warrants to Xxxxxx that (a) it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and it 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 Spinco has been duly authorized by all necessary action on the part of Spinco and no other proceedings on the part of Spinco are necessary to authorize this Agreement, (c) this Agreement has been duly executed and delivered by Spinco and constitutes a valid and binding obligation of Spinco, and, assuming this Agreement constitutes a valid and binding obligation of Xxxxxx, is enforceable against Spinco in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) neither the execution, delivery or performance of this Agreement by Spinco constitutes a breach or violation of or conflicts with its certificate of incorporation or by-laws (or similar governing documents) or any material agreement to which it is a party and (e) none of such material agreements would impair in any material respect the ability of Spinco to perform its obligations hereunder.
Representations and Warranties of Spinco. Spinco represents and warrants to and in favour of Entrée as follows, and acknowledges that Entrée is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
(a) Spinco is a corporation duly incorporated and validly existing under the laws of the Province of British Columbia, is duly qualified to carry on its business in each jurisdiction where its business is currently conducted and is presently proposed to be conducted, or the ownership, leasing or operation of its property and assets requires such qualification, and has all requisite corporate power and authority to carry on its business and to enter into and perform its obligations under this Agreement;
(b) Spinco is authorized to issue an unlimited number of Spinco Common Shares of which 1,000 Spinco Common Shares are issued and outstanding as of the date of this Agreement, as fully-paid and non-assessable; and
(c) at the date hereof, no person holds any securities convertible into Spinco Common Shares or any other securities of Spinco or has any agreement, warrant, option or any other right capable of becoming an agreement, warrant or option for the purchase or other acquisition of any unissued Spinco Common Shares.
Representations and Warranties of Spinco. Each of SilverCrest and SpinCo hereby represents and warrants to and in favour of First Majestic as follows and acknowledges that First Majestic is relying on such representations and warranties in connection with the transactions herein contemplated:
Representations and Warranties of Spinco. Except as set forth in the Spinco Disclosure Schedule delivered by Spinco to Regis prior to the execution of this Agreement (the “Spinco Disclosure Schedule”) (each section of which, to the extent specified therein, qualifies the correspondingly numbered representation and warranty of Spinco contained herein and any disclosure in such section qualifies any other representation and warranty of Xxxxxxx-Xxxxxx or Spinco contained herein to which its application or relevance is reasonably apparent on its face), each of Spinco and Xxxxxxx-Xxxxxx represent and warrant to Regis as of the date hereof and as of the Closing Date (except to the extent that such representations and warranties speak as of another date or dates in which case, as of such other date or dates) as follows:
Representations and Warranties of Spinco. Except as set forth in the correspondingly identified subsection of the Post Disclosure Schedule, SpinCo hereby represents and warrants to BellRing:
Representations and Warranties of Spinco. SpinCo makes the following representations and warranties to AIMCO and IFG. Except as set forth in the IFG Disclosure Letter:
