REPRESENTATIONS AND WARRANTIES OF XXXXX AND MERGER SUB. Except as set forth in the disclosure letter delivered to Frontier concurrently with the execution hereof (the “Xxxxx Disclosure Letter”) in accordance with Section 8.18 or as disclosed with reasonable specificity in the Xxxxx Reports (as defined in Section 3.7), Xxxxx and Merger Sub, jointly and severally, represent and warrant to Frontier that:
REPRESENTATIONS AND WARRANTIES OF XXXXX AND MERGER SUB. Except as Previously Disclosed, Xxxxx and Merger Sub hereby represent and warrant to FSB as follows:
5.1. Organization, Standing, and Power.
REPRESENTATIONS AND WARRANTIES OF XXXXX AND MERGER SUB. Each of XxxXx and Merger Sub jointly and severally, represents and warrants to the Company and the Transferors that the following statements are true and correct as of the date hereof and as of the Closing Date:
(1) each of XxxXx and Merger Sub is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation, and has all necessary corporate power and authority to own or lease its property and assets and to carry on its business as now conducted;
(2) each of XxxXx and Merger Sub is duly qualified to do business and is in good standing under the Laws of each province or other jurisdiction in which the failure to have such standing would have a Material Adverse Effect on XxxXx and Merger Sub, as applicable;
(3) each of XxxXx and Merger Sub has the power, authority and capacity to enter into the applicable Transaction Documents and to carry out the terms thereto;
(4) the execution and delivery of the Transaction Documents and all other related agreements or documents, and the completion of the transactions contemplated thereby, will by the Effective Time have been duly and validly authorized by all necessary corporate acts on the part of it, and this Agreement constitute legal, valid and binding obligations of XxxXx and the Merger Sub;
(5) each of XxxXx and Merger Sub does not directly or indirectly engage in any business activities and does not directly or indirectly own, lease, license or have any rights with respect to any assets (tangible or intangible) or properties and no asset of XxxXx or Merger Sub is subject to any Encumbrance;
(6) the authorized capital of XxxXx consists of an unlimited number of common shares, of which one (1) share is issued and outstanding and owned of record by Xxxxxxx Xxxxxx;
(7) all of the Subscription Receipts and common shares of XxxXx will be (i) duly authorized and validly issued, (ii) fully paid and non-assessable, (iii) issued in compliance with applicable Law, (iv) not issued in breach or violation of any contract or preemptive rights, rights of first refusal or other similar rights and (v) free and clear of all Encumbrances except for applicable transfer restrictions pursuant to applicable Law;
(8) the authorized capital of Merger Sub consists of unlimited common shares, of which one
(1) share is issued and outstanding and owned of record by Ignite CAN;
(9) all of the common shares of Merger Sub (i) have been duly authorized and are validly issued, (ii) are fully paid and non-...
