Common use of Representations and Warranties of Vasogen Clause in Contracts

Representations and Warranties of Vasogen. Vasogen, by its acceptance hereof, represents and warrants in favour of, and covenants with, the Shareholder and hereby acknowledges that the Shareholder is relying upon such representations, warranties and covenants in connection with entering into this Agreement: (a) Vasogen is a corporation validly subsisting under the laws of Canada; (b) Vasogen has all necessary power, authority and capacity, and has received all requisite approvals and authorizations (other than regulatory, third party and other approvals and authorizations which are conditions to the transactions contemplated in the Arrangement Agreement) to execute and deliver this Agreement and to perform its obligations hereunder; (c) this Agreement has been duly executed and delivered by Xxxxxxx and constitutes a valid and binding obligation enforceable against Vasogen in accordance with its terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; and (d) Vasogen is not a party to, bound or affected by or subject to, any agreement, deed or by-law provision, law, statute, regulation, judgment, order or decree which would be violated, contravened, breached by, or under which default would occur as a result of, the execution and delivery or performance of this Agreement and which default, violation, contravention or breach would materially impair or would prevent Vasogen from consummating the transactions contemplated hereby.

Representations and Warranties of Vasogen. Vasogen, by its acceptance hereof, represents and warrants in favour of, and covenants with, the Shareholder and hereby acknowledges that the Shareholder is relying upon such representations, warranties and covenants in connection with entering into this Agreement: (a) Vasogen is a corporation validly subsisting under the laws of Canada; (b) Vasogen has all necessary power, authority and capacity, and has received all requisite approvals and authorizations (other than regulatory, third party and other approvals and authorizations which are conditions to the transactions contemplated in the Arrangement Agreement) to execute and deliver this Agreement and to perform its obligations hereunder; (c) this Agreement has been duly executed and delivered by Xxxxxxx Vasogen and constitutes a valid and binding obligation enforceable against Vasogen in accordance with its terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; and (d) Vasogen is not a party to, bound or affected by or subject to, any agreement, deed or by-law provision, law, statute, regulation, judgment, order or decree which would be violated, contravened, breached by, or under which default would occur as a result of, the execution and delivery or performance of this Agreement and which default, violation, contravention or breach would materially impair or would prevent Vasogen from consummating the transactions contemplated hereby.

Representations and Warranties of Vasogen. Vasogen, by its acceptance hereof, represents and warrants in favour of, and covenants with, the Shareholder and hereby acknowledges that the Shareholder is relying upon such representations, warranties and covenants in connection with entering into this Agreement: (a) Vasogen is a corporation validly subsisting under the laws of Canada; (b) Vasogen has all necessary power, authority and capacity, and has received all requisite approvals and authorizations (other than regulatory, third party and other approvals and authorizations which are conditions to the transactions contemplated in the Arrangement Agreement) to execute and deliver this Agreement and to perform its obligations hereunder; (c) this Agreement has been duly executed and delivered by Xxxxxxx Vasogen and constitutes a valid and binding obligation enforceable against Vasogen in accordance with its terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; and (d) Vasogen is not a party to, bound or affected by or subject to, any agreement, deed or by-law provision, law, statute, regulation, judgment, order or decree which would be violated, contravened, breached by, or under which default would occur as a result of, the execution and delivery or performance of this Agreement and which default, violation, contravention or breach would materially impair or would prevent Vasogen from consummating the transactions contemplated hereby.. ARTICLE 5