Representations and Warranties of Subco. Subco represents and warrants to and in favour of Xxxxx as follows, and acknowledges that Xxxxx is relying upon such representations and warranties:
(a) Subco is a corporation existing under the federal laws Canada;
(b) Subco has the power and capacity and is duly authorized to execute and deliver, and perform its obligations under, this Agreement and this Agreement is a valid and binding agreement, enforceable against Subco in accordance with its terms (subject to such limitations and prohibitions as may exist or may be enacted in Applicable Laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and/or interests of creditors generally) and no other proceeding on the part of Subco, other than the approval of the Amalgamation by Carpincho, as sole shareholder of Subco, is necessary to authorize the transactions contemplated under this Agreement;
(c) Subco has been incorporated solely for the purpose of the Amalgamation and has never carried on any active business (other than such business required in connection with the Amalgamation), and has no material assets and no liabilities;
(d) there is no requirement to make any filing with, give any notice to, or obtain any authorization of, any governmental authority, or to obtain any consent, approval or authorization of any other party or person (other than the approval of the shareholders of Xxxxx and Subco as required by the Act), as a condition to the lawful completion of the transactions contemplated by this Agreement, including specifically the Amalgamation, except for the filing of Articles of Amalgamation giving effect to the Amalgamation and other filings, notifications and authorizations required under applicable securities laws;
(e) there are no actions, suits, proceedings or inquiries, including, to the knowledge of Subco, pending or threatened, against or affecting Subco at law or in equity or before or by any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality; and
(f) the authorized capital of Subco consists of an unlimited number of Subco Shares. An aggregate of 100 Subco Shares are issued and outstanding, all of which are owned by Carpincho. All outstanding Subco Shares have been duly authorized and validly issued, and are fully paid and non-assessable and are no...
Representations and Warranties of Subco. As an inducement to the Corporation to enter into this Agreement and to consummate the transactions provided for herein, Subco hereby represents and warrants to the Corporation that:
Representations and Warranties of Subco. Subco represents and warrants to each of the Parties as follows and acknowledges that the Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement:
(a) the authorized capital of Subco consists of an unlimited number of Subco Shares; and
(b) it has no assets (other than the nominal subscription price for Subco Shares issued to the Manager), no liabilities and it has carried on no business other than relating to, and contemplated by, this Agreement, the Plan of Arrangement and the Pre-Arrangement Reorganization.
Representations and Warranties of Subco. Subco represents and warrants to and in favour of each other Party that:
(a) the authorized capital of Subco consists of an unlimited number of common shares; and
(b) no Person holds any securities convertible into common shares of Subco 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 shares of Subco other than as contemplated by this Agreement, the Tax Rulings or the Rulings Applications.
Representations and Warranties of Subco. Subco hereby represents and warrants to Interline NJ and Holdco as follows:
Representations and Warranties of Subco. Subco represents and warrants as follows:
(a) Corporate Existence and Power. Subco is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and it has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Related Agreement to which it is or will be a party. Subco was organized on July 20, 1998, and since such date has engaged in no business other than activities relating to its organization and the transactions contemplated by this Agreement and the other Related Agreements.
Representations and Warranties of Subco. Subco hereby represents and warrants to Bradstone, and hereby acknowledges that Bradstone is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Amalgamation, as follows:
Representations and Warranties of Subco. Subco represents and warrants to Playboy as follows:
Representations and Warranties of Subco. Subco represents and warrants to and in favour of MGI as follows:
Representations and Warranties of Subco. Subco hereby represents and warrants to PMI and acknowledges that PMI is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of PMI, as follows:
