Representations and Warranties of the Offeror. 6.1 The Offeror represents and warrants to the Shareholder as follows and acknowledges that the Shareholder is relying upon these representations and warranties in connection with the entering into of this Agreement:
(a) the Offeror is validly existing under the laws of British Columbia and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder;
(b) the execution and delivery of this Agreement by the Offeror and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;
(c) this Agreement has been duly executed and delivered by the Offeror and, assuming the due authorization, execution and delivery by the Shareholder, constitutes a legal, valid and binding obligation, enforceable by the Shareholder against the Offeror in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;
(d) no authorization, consent, approval, licence, permit or order of, or registration, declaration or filing with, any third party or Regulatory Authority is required to be obtained or made by the Offeror in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement; and
(e) the common shares of the Offeror to be issued pursuant to the Offer will, when issued pursuant to the Offer, be duly and validly issued as fully paid and non-assessable common shares in the capital of the Offeror, and the Offeror has sufficient funds available to pay the Maximum Cash Consideration payable by the Offeror pursuant to the Offer. The representations and warranties of the Offeror set forth in this Article 6 shall survive the completion of the purchase by the Offeror of the Deposited Shares under the Offer and, despite such completion, shall contin...
Representations and Warranties of the Offeror. The Offeror hereby represents and warrants to the Shareholder that:
Representations and Warranties of the Offeror. The Offeror hereby represents and warrants to and in favour of the Seller as follows and acknowledges that the Seller is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
Representations and Warranties of the Offeror. The Offeror represents and warrants to and in favour of the Securityholder as follows as at the date hereof and immediately prior to the time at which the Shares forming part of the Securityholder Securities are taken up and paid for under the Offer, and acknowledges that the Securityholder is relying upon such representations and warranties in connection with the entry into this Agreement:
Representations and Warranties of the Offeror. The Offeror hereby represents and warrants to the Company as follows and acknowledges that the Company is relying upon these representations and warranties in connection with the entering into of this Agreement:
Representations and Warranties of the Offeror. 3.1 Representations and Warranties 20 3.2 Survival of Representations and Warranties 20
Representations and Warranties of the Offeror. The Offeror hereby represents and warrants that:
(a) the Offeror is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation;
(b) the Offeror has the financial resources and is financially capable of completing the Offer; and
(c) the Offeror has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder; the execution and delivery of this Agreement by Offeror and the consummation by the Offeror of the transactions contemplated by this Agreement have been duly authorized by the board of directors of the Offeror and no other corporate proceedings on the part of the Offeror are necessary to authorize this Agreement or the transactions contemplated hereby and this Agreement has been duly executed and delivered by Offeror and constitutes a valid and binding agreement of the Offeror, enforceable against the Offeror in accordance with its terms subject to the usual exceptions as to bankruptcy and the availability of equitable remedies.
Representations and Warranties of the Offeror. The Offeror hereby --------------------------------------------- represents and warrants to the Seller that:
(a) the Offeror is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation;
(b) the Offeror has the financial resources and is financially capable of completing the Offer; and
(c) the Offeror has the corporate power and capacity and has received all requisite approvals to enter into this Agreement and this Agreement is a valid and binding agreement enforceable by the Seller against the Offeror in accordance with its terms.
Representations and Warranties of the Offeror. The Offeror hereby represents and warrants to Caza as follows and acknowledges that Caza is relying upon such representations and warranties in connection with the execution and delivery of this Agreement.
Representations and Warranties of the Offeror. The Offeror hereby represents and warrants to the Target and acknowledges that the Target is relying upon such representations and warranties in connection with the entering into of this Agreement, that:
