REPRESENTATIONS AND WARRANTIES OF THE TARGET. As of the Closing Date, and except as set forth in the Target Financial Statements or the Target Disclosure Statement, or as otherwise provided for in any certificate or other instrument delivered pursuant to this Agreement, the Target hereby makes the following representations to the Purchaser and acknowledge and agree that the Purchaser is relying upon such representations and warranties, each of which is qualified in its entirety by the matters described in the Target Disclosure Statement, in connection with the execution, delivery and performance of this Agreement:
REPRESENTATIONS AND WARRANTIES OF THE TARGET. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, the Target represents and warrants to Parent that the statements contained in this ARTICLE III are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF THE TARGET. The Target represents and warrants to Buyer and the Transitory Subsidiary that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except as set forth in the Disclosure Schedule accompanying this Agreement and initialed by the Parties (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.
REPRESENTATIONS AND WARRANTIES OF THE TARGET. The Target represents and warrants to the Buyer that the statements contained in this §3(c) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3(c)).
REPRESENTATIONS AND WARRANTIES OF THE TARGET. The Target represents and warrants to the Buyer that the statements contained in this ss.3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this ss.3), except as set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this ss.3.
REPRESENTATIONS AND WARRANTIES OF THE TARGET. The Target hereby makes (x) each of the following representations and warranties and (y) each of the representations and warranties of the Target set forth in the Merger Agreement (as if such representations and warranties were initially made to each Purchaser and set forth in this Agreement in their entirety, mutatis mutandis), in each case, as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a specified date, as of such date):
REPRESENTATIONS AND WARRANTIES OF THE TARGET. The Target makes the following representations to the Purchaser, as at the Execution Date and as at the Closing, and acknowledges and agrees that the Purchaser is relying upon such representations and warranties, each of which is qualified in its entirety by the matters described in the Target Disclosure Statement, in connection with the execution, delivery and performance of this Agreement:
REPRESENTATIONS AND WARRANTIES OF THE TARGET. The Target represents and warrants to and in favour of the Acquiror and ASPI and acknowledges that the Acquiror and ASPI are relying upon such representations and warranties in connection with entering into this Agreement and in concluding the transactions contemplated by this Agreement, that:
(a) the Target is a corporation duly organized, validly existing and current and up-to-date with respect to all filings required under the laws of its jurisdiction of incorporation and has the corporate power to own or lease its property and assets and to carry on business as now owned and conducted and the Target has the corporate power to enter into this Agreement and perform its obligations hereunder;
(b) the Target is duly qualified to carry on business, and is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such qualification necessary;
(c) the authorized capital of the Target consists of an unlimited number of the Target Common Shares of which 2,362,197 of the Target Common Shares are issued and outstanding as at the date hereof to the persons and in the amounts identified on Schedule G attached hereto;
(d) stock options which entitle the holders thereof to acquire up to 553,600 Target Common Shares have been granted by the Target and are outstanding to the persons and in the amounts identified on Schedule D attached hereto;
(e) no person, firm or corporation will have, immediately prior to the Closing Date, any agreement, warrant or option, or any right capable of becoming an agreement, warrant or option, for the purchase of any unissued shares in the capital of the Target or any securities convertible into such shares, except for the issuance of any securities on the exercise of options currently granted and outstanding under any executive or employee stock option plan to the persons and in the amounts identified on Schedule D attached hereto;
(f) subject to shareholder approval, the Target is duly authorized by its board of directors to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against the Target in accordance with its terms except as limited by laws of general application affecting the rights of creditors;
(g) the Target does not have any specific information relating to the Target which is not generally known or which has not been disclosed to the Acquiror and ASPI and which if known could reasonably be expected t...
REPRESENTATIONS AND WARRANTIES OF THE TARGET. Except as set forth in the Disclosure Schedule delivered by the Target and signed by the Target and Acquiror for identification prior to the execution and delivery of this Agreement (the "TARGET DISCLOSURE SCHEDULE"), the Target hereby represents and warrants to Acquiror and Acquiror Sub that:
REPRESENTATIONS AND WARRANTIES OF THE TARGET. The Target hereby represents and warrants to the Offeror, and acknowledges that the Offeror is relying upon such representations and warranties in connection with the entering into of this Agreement, that:
