REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. The Parent and the Purchaser each represents and warrants to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. The Parent and the Purchaser, jointly and severally, represent and warrant to the Company that the statements contained in this Article IV are true and correct.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. The Parent and the Purchaser hereby, jointly and severally, represent and warrant to the Major Stockholder as follows:

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. The Parent and the Purchaser hereby represent and warrant to Stockholder, as of the date hereof that:

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. Each of the Parent and the Purchaser hereby, jointly and severally, represents and warrants to the Stockholders as follows: (a) Each of the Parent and the Purchaser is a corporation organized and validly existing and in good standing under the laws of the jurisdiction of its respective incorporation and has all requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as is now being conducted, except where the failure to be so organized and existing or to have such power, authority, and governmental approvals would not, individually or in the aggregate, impair in any material respect the ability of each of the Parent and the Purchaser, as the case may be, to perform its obligations under this Agreement. (b) Each of the Parent and the Purchaser has all the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, and to perform its obligations under this Agreement. The execution, delivery and performance by the Parent and the Purchaser of this Agreement and the consummation of the transactions contemplated hereunder have been duly authorized by all necessary corporate action in respect thereof on the part of each of the Parent and the Purchaser, and by the Parent as the sole stockholder of the Purchaser, and no other corporate action is required on the part of the Parent or the Purchaser to authorize the execution and delivery by the Parent and the Purchaser of this Agreement and the consummation of the transactions contemplated thereby. This Agreement has been duly executed and delivered by the Parent and the Purchaser and, assuming valid authorization, execution and delivery hereof by the Stockholders, is the valid and binding obligation of each of the Parent and the Purchaser enforceable against each of them in accordance with its terms, except to the extent that (i) such enforcement may be limited by applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. Except as disclosed in the disclosure schedule of the Parent and the Purchaser delivered to the Company concurrently herewith (the “Parent Disclosure Schedule”) (with specific reference to the section of this Agreement to which the information stated in such Parent Disclosure Schedule relates; provided that (a) disclosure in any section of such Parent Disclosure Schedule shall be deemed to be disclosed with respect to any other Section of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure is applicable or relevant to such other Section and (b) the mere inclusion of an item in such Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would have a Parent Material Adverse Effect), the Parent and the Purchaser jointly and severally represent and warrant to the Company as follows:

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. The Parent and the Purchaser represent and warrant, jointly and severally, to the Company that except as disclosed in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC since December 31, 1999, and publicly available prior to the date of this Agreement or as disclosed in the letter dated as of the date of this Agreement from the Parent to the Company (the "Parent Disclosure Letter"):

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. 22 4.1 Representations and Warranties of the Parent and the Purchaser 22 4.2 Survival of Representations and Warranties of the Parent and the Purchaser 22 ARTICLE V COVENANTS OF COMPANY, THE PARENT AND THE PURCHASER 22 Table of Contents (continued) Page 5.1 Interim Covenants of the Company 22 5.2 Pre-Acquisition Reorganization 26 5.3 Covenants Regarding the Performance of Obligations 28 5.4 Mutual Covenants 29 5.5 Securityholder Communications 31 5.6 Privacy 31 ARTICLE VI CONDITIONS 32 6.1 Mutual Conditions Precedent 32 6.2 Additional Conditions Precedent to the Obligations of the Parent and the Purchaser 32 6.3 Additional Conditions Precedent to the Obligations of the Company 33 6.4 Satisfaction of Conditions 34 ARTICLE VII ADDITIONAL AGREEMENTS 34 7.1 Notice and Cure Provisions 34 7.2 Non-Solicitation, Superior Proposal, Right to Match 35 7.3 Expense Reimbursement and Termination Payment 39 7.4 Information Rights 41 7.5 Shareholder Claims 41 7.6 Benefit Plans 41 7.7 Materials Transfer Agreement 42 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 42 8.1 Termination 42 8.2 Effect of Termination 43 8.3 Waiver 44 ARTICLE IX GENERAL PROVISIONS 44

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. 4.1 Representations and Warranties of the Parent and the Purchaser Each of the Parent and the Purchaser hereby jointly and severally represents and warrants to and in favour of the Company as set forth in Schedule D and acknowledges that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement. 4.2 Survival of Representations and Warranties of the Parent and the Purchaser The representations and warranties of the Parent and the Purchaser contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER. As a material inducement to the Seller to enter into this Agreement, the Parent and the Purchaser jointly hereby represent and warrant to the Seller that: