Representations and Warranties relating to the Corporation. The Corporation represents and warrants (which representations and warranties shall survive the closing of the transactions contemplated herein) that:
Representations and Warranties relating to the Corporation. 26 5.1 Share Capital. 26 5.2 Organization. 27 5.3 No Violation by the Corporation or the Subsidiary. 27 5.4 No Options. 27 5.5 Subsidiary. 27 5.6 Business of the Corporation. 28 5.7 Ownership and Location of Assets. 28 5.8 Intellectual Property. 29 5.9 Material Contracts. 30 5.10 Compliance with Laws; Licences. 30 5.11 Insurance. 31 5.12 Financial Statements and Interim Financial Statements. 31 5.13 Books and Records. 32 5.14 Absence of Changes. 32 5.15 Taxes. 33 5.16 GST Registration. 35 5.17 Litigation. 35 5.18 Bank Accounts and Attorneys. 35 5.19 Non-Arm's Length Transactions. 35 5.20 Environmental Matters. 36 5.21 Employee Plans. 37 5.22 Employment Agreements; Collective Agreements. 38 5.23 Employees; Employment Legislation. 39 5.24 Customers and Suppliers 39 5.25 Indebtedness; Security; Guarantees. 40 5.26 Financial Advisor. 40 5.27 Computer Systems. 40 5.28 Privacy. 41 5.29 Accounts Receivable. 41 5.30 Products and Services. 41 5.31 Undisclosed Liabilities. 41 5.32 No Other Representations and Warranties. 41 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER 42 6.1 Organization. 42 6.2 Authorization and Enforceability. 42 6.3 Consents and Approvals. 42 6.4 Financing. 43 6.5 Control of Purchaser. 43 6.6 Litigation. 43
Representations and Warranties relating to the Corporation. The Sellers jointly and severally represent and warrant to Purchaser as follows, and acknowledge that Purchaser is relying on such representations and warranties in connection with the transactions contemplated hereby:
Representations and Warranties relating to the Corporation. The Corporation and Giovinazzo, jointly and severally, represent and warrant as of the date of this Agreement and again as of the date of Closing Date to the Purchaser as follows:
Representations and Warranties relating to the Corporation. The Seller represents and warrants to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein, including, without limitation, the purchase of the Purchased Shares:
Representations and Warranties relating to the Corporation. The Vendor hereby represents and warrants to the Purchaser as follows, and confirms that the Purchaser is relying upon the accuracy of each such representations and warranties in connection with the completion of the transaction contemplated in this Agreement:
Representations and Warranties relating to the Corporation. The Founder represents and warrants to the Purchaser each of the matters set out below, effective as at the Closing Date (except as set forth in the correspondingly numbered Section of the Disclosure Schedules, as may be amended and supplemented by written consent of the Corporation and Purchaser), and the Founder acknowledges and confirms that the Purchaser is relying upon the accuracy of such representations and warranties in connection with the purchase of the Purchased Shares.
Representations and Warranties relating to the Corporation
