Common use of Representations and Warrants Clause in Contracts

Representations and Warrants. 5.1 Stellar hereby represents and warrants to and in favour of Xxxxxx as follows: a) Stellar is a corporation duly incorporated validly subsisting under the laws of the Province of Ontario, Canada and has the corporate power to enter into this License Agreement and to perform its obligations hereunder; Xxxxxx License December 06 b) This License Agreement has been duly authorized, executed and delivered by Stellar and is a legal, valid and binding obligation of Stellar; c) Stellar has obtained all requisite and necessary consents and approvals to enter into this License Agreement and has the right to enter into this License Agreement and to grant to Xxxxxx the licensing arrangements outlined herein; d) As of the Effective Date (i) to the best of Stellar’s knowledge, the development, distribution, marketing, promotion, or sale of the Products in the Territory or the use or practice of the Methods and Technical Know-How does not infringe any intellectual property or patent right owned or licensed by any third party and (ii) Stellar is the sole owner of the Patents, Proprietary Marks, Products and the Methods and Technical Know-How, and (iii) Stellar has not granted any other licences or rights of any kind in the Products or the Patents, Proprietary Marks, Methods and Technical Know-How to any third party for the Territory which remain in effect; and e) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, STELLAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. 5.2 Xxxxxx hereby represents and warrants to and in favor of Stellar as follows: a) Xxxxxx is a corporation duly incorporated validly subsisting under the laws of the State of Delaware, and has the corporate power to enter into this License Agreement and to perform its obligations hereunder; b) this License Agreement has each been duly authorized, executed and delivered by Xxxxxx and is a legal, valid and binding obligation of Xxxxxx; c) Xxxxxx has obtained all requisite and necessary approvals and consents to enter into this License Agreement and has the right to perform all its obligations under this License Agreement; and d) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.2 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, XXXXXX MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED.

Representations and Warrants. 5.1 Stellar 3.1. The Borrower hereby represents and warrants to and in favour of Xxxxxx as follows: that: (a) Stellar the Borrower is a corporation duly incorporated organized, validly subsisting existing and in good standing under the laws of the Province state of OntarioNevada, Canada United States of America, and has the corporate power full power, authority and legal right to enter into own its assets and to transact its business and to execute, deliver and perform this License Agreement and the Note, and has taken all necessary corporate and legal action to perform its obligations hereunderauthorize the execution, delivery and performance of this Agreement, the Note and the borrowing hereunder on the terms and conditions hereof; Xxxxxx License December 06 (b) This License this Agreement has been duly authorized, executed and delivered by Stellar and is a the Note constitute legal, valid and binding obligation obligations of Stellar; the Borrower enforceable against it in accordance with its terms; (c) Stellar has obtained the execution, delivery and performance by the Borrower of this Agreement and the Note will not violate the charter, by-laws or other corporate rules of the Borrower or any provision of law or regulation or any judgment, order or decree of any court, arbitrator or governmental authority or of any agreement of any nature whatsoever, binding upon the Borrower and its assets; (d) all requisite and necessary consents and approvals to enter into exemptions required in connection with the execution, delivery, performance, validity or enforceability of this License Agreement and has the right to enter into Note have been obtained and are in full force and effect; and (e) the execution, delivery and performance by the Borrower of this License Agreement and the Note constitute private and commercial acts rather than governmental and public acts. 3.2. If: (a) the Borrower fails to grant pay when due any amount due by it under this Agreement or the Note; or (b) the Borrower fails to Xxxxxx make any payment on any pecuniary obligation (other than this Agreement) of any nature whatsoever (including contingent obligations), or defaults in the licensing arrangements outlined herein;performance of any agreement under which any such obligation is created if the effect of such default is to cause such obligation or to permit the holder or holders of such obligation or a trustee or trustees on behalf of the holder or holders to declare such obligation, due prior to its normal maturity; or (c) the Borrower becomes insolvent or unable to pay its debts as they mature, or consents to the appointment of a trustee, intervening party or receiver for it or for all or a substantial part of its property, or any such trustee, intervening party or receiver is appointed; or (d) As bankruptcy, dissolution, reorganization, intervention, arrangement or liquidation proceedings (or similar proceedings analogous in purpose or effect) are instituted by or against the Borrower; or (e) a warrant of attachment or execution or similar process against any substantial part of the Effective Date assets of the Borrower is issued; or (if) any representation or warranty made by the Borrower in this Agreement proves to have been incorrect; or (g) any consent or exemption referred to in this Agreement is revoked or terminated or fails to be issued or ceases to be in full force and effect; or (h) in the opinion of the Lender, there occurs an impairment of the financial condition of the Borrower, then, and in any such event, the Lender may, by notice of default given to the best of Stellar’s knowledgeBorrower, declare the development, distribution, marketing, promotion, or sale of the Products in the Territory or the use or practice of the Methods and Technical Know-How does not infringe any intellectual property or patent right owned or licensed by any third party and (ii) Stellar is the sole owner of the Patents, Proprietary Marks, Products outstanding amount under this Agreement and the Methods Note to be immediately due and Technical Know-Howpayable without presentment, and (iii) Stellar has not granted any demand, protest or other licences or rights notice of any kind in kind, all of which are hereby expressly waived by the Products or the Patents, Proprietary Marks, Methods and Technical Know-How to any third party for the Territory which remain in effect; and e) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, STELLAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIEDBorrower. 5.2 Xxxxxx hereby represents and warrants to and in favor of Stellar as follows: a) Xxxxxx is a corporation duly incorporated validly subsisting under the laws of the State of Delaware, and has the corporate power to enter into this License Agreement and to perform its obligations hereunder; b) this License Agreement has each been duly authorized, executed and delivered by Xxxxxx and is a legal, valid and binding obligation of Xxxxxx; c) Xxxxxx has obtained all requisite and necessary approvals and consents to enter into this License Agreement and has the right to perform all its obligations under this License Agreement; and d) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.2 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, XXXXXX MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED.

Representations and Warrants. 5.1 Stellar hereby 9.1. The Company represents and warrants to that the Contracts are or will be registered under the 1933 Act; or that the Contracts are not registered in proper reliance on an exemption from registration under the 1933 Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable Federal and State laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in favour of Xxxxxx good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as follows: a) Stellar is a corporation duly incorporated validly subsisting segregated asset account under the laws Section 508A.1 of the Province of Ontario, Canada Iowa Insurance Code and has the corporate power registered or, prior to enter into this License Agreement and to perform its obligations hereunder; Xxxxxx License December 06 b) This License Agreement has been duly authorized, executed and delivered by Stellar and is a legal, valid and binding obligation of Stellar; c) Stellar has obtained all requisite and necessary consents and approvals to enter into this License Agreement and has the right to enter into this License Agreement and to grant to Xxxxxx the licensing arrangements outlined herein; d) As of the Effective Date (i) to the best of Stellar’s knowledge, the development, distribution, marketing, promotion, any issuance or sale of the Products Contracts, will register each Account as a unit investment trust in accordance with the Territory or the use or practice provisions of the Methods and Technical Know-How does not infringe any intellectual property or patent right owned or licensed by any third party and (ii) Stellar is the sole owner of the Patents, Proprietary Marks, Products and the Methods and Technical Know-How, and (iii) Stellar has not granted any other licences or rights of any kind in the Products or the Patents, Proprietary Marks, Methods and Technical Know-How 1940 Act to any third party serve as a segregated investment account for the Territory which remain Contracts, or that the Company will not register the Account in effect; and e) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, STELLAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIEDproper reliance upon an exclusion from registration under the 1940 Xxx. 5.2 Xxxxxx hereby 9.2. The Fund represents and warrants that Fund shares sold pursuant to and in favor of Stellar as follows: a) Xxxxxx is a corporation duly incorporated validly subsisting this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with all applicable federal and state securities laws and that the Fund is and shall remain registered under the 1940 Act. 9.3. The Fund represents that it intends to qualify as a Regulated Investment Company under Subchapter M of the State Internal Revenue Code of Delaware1986 ("the Code"), as amended, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the corporate power future. 9.4. The Company represents that the Contracts are currently treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will make every effort to enter into this License Agreement maintain such treatment and that it will notify the Fund immediately upon having a reasonable basis for believing that the Contracts have ceased to perform its obligations hereunder;be so treated or that they might not be so treated in the future. b9.5. The Fund represents that each Plan adopted under Rule 12b-1 under the 1940 Act to finance distribution expenses of Class 2 shares of the Fund has been approved by a vote or a majority of the Trustees of the Fund who are not "interested persons" (as defined in the 1940 Xxx) this License Agreement has xx the Fund or the Adviser. 9.6. The Fund and the Adviser each been duly authorizedrepresent and warrant that all of their respective Trustees, executed directors, officers, employees, investment advisers, and delivered other individual/entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by Xxxxxx a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and is embezzlement and shall be issued by a legal, valid and binding obligation of Xxxxxx; c) Xxxxxx has obtained all requisite and necessary approvals and consents to enter into this License Agreement and has the right to perform all its obligations under this License Agreement; and d) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.2 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, XXXXXX MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIEDreputable bonding company.

Representations and Warrants. 5.1 Stellar 3.1. The Borrower hereby represents and warrants to and in favour of Xxxxxx as follows: that: (a) Stellar the Borrower is a corporation duly incorporated organized, validly subsisting existing and in good standing under the laws of the Province state of OntarioNevada, Canada United States of America and has the corporate power full power, authority and legal right to enter into own its assets and to transact its business and to execute, deliver and perform this License Agreement and the Note, and has taken all necessary corporate and legal action to perform its obligations hereunderauthorize the execution, delivery and performance of this Agreement and the Note and the borrowing hereunder on the terms and conditions hereof; Xxxxxx License December 06 (b) This License this Agreement has been duly authorized, executed and delivered by Stellar and is a the Note constitute legal, valid and binding obligation obligations of Stellar; the Borrower enforceable against it in accordance with its terms; (c) Stellar has obtained the execution, delivery and performance by the Borrower of this Agreement and the Note will not violate the charter, by-laws or other corporate rules of the Borrower or any provision of law or regulation or any judgment, order or decree of any court, arbitrator or governmental authority or of any agreement of any nature whatsoever, binding upon the Borrower and its assets; (d) all requisite and necessary consents and approvals to enter into exemptions required in connection with the execution, delivery, performance, validity or enforceability of this License Agreement and has the right to enter into Note have been obtained and are in full force and effect; and (e) the execution, delivery and performance by the Borrower of this License Agreement and the Note constitute private and commercial acts rather than governmental and public acts. 3.2. If: (a) the Borrower fails to grant pay when due any amount due by it under this Agreement or the Note; or (b) the Borrower fails to Xxxxxx make any payment on any pecuniary obligation (other than this Agreement) of any nature whatsoever (including contingent obligations), or defaults in the licensing arrangements outlined herein;performance of any agreement under which any such obligation is created if the effect of such default is to cause such obligation or to permit the holder or holders of such obligation or a trustee or trustees on behalf of the holder or holders to declare such obligation, due prior to its normal maturity; or (c) the Borrower becomes insolvent or unable to pay its debts as they mature, or consents to the appointment of a trustee, intervener or receiver for it or for all or a substantial part of its property, or any such trustee, intervener or receiver is appointed; or (d) As bankruptcy, dissolution, reorganization, intervention, arrangement or liquidation proceedings (or similar proceedings analogous in purpose or effect) are instituted by or against the Borrower; or (e) a warrant of attachment or execution or similar process against any substantial part of the Effective Date assets of the Borrower is issued; or (if) any representation or warranty made by the Borrower in this Agreement proves to have been incorrect; or (g) any consent or exemption referred to in this Agreement is revoked or terminated or fails to be issued or ceases to be in full force and effect; or (h) in the opinion of the Lender, there occurs an impairment of the financial condition of the Borrower, then, and in any such event, the Lender may, by notice of default given to the best of Stellar’s knowledgeBorrower, declare the development, distribution, marketing, promotion, or sale of the Products in the Territory or the use or practice of the Methods and Technical Know-How does not infringe any intellectual property or patent right owned or licensed by any third party and (ii) Stellar is the sole owner of the Patents, Proprietary Marks, Products outstanding amount under this Agreement and the Methods Note to be immediately due and Technical Know-Howpayable without presentment, and (iii) Stellar has not granted any demand, protest or other licences or rights notice of any kind in kind, all of which are hereby expressly waived by the Products or the Patents, Proprietary Marks, Methods and Technical Know-How to any third party for the Territory which remain in effect; and e) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, STELLAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIEDBorrower. 5.2 Xxxxxx hereby represents and warrants to and in favor of Stellar as follows: a) Xxxxxx is a corporation duly incorporated validly subsisting under the laws of the State of Delaware, and has the corporate power to enter into this License Agreement and to perform its obligations hereunder; b) this License Agreement has each been duly authorized, executed and delivered by Xxxxxx and is a legal, valid and binding obligation of Xxxxxx; c) Xxxxxx has obtained all requisite and necessary approvals and consents to enter into this License Agreement and has the right to perform all its obligations under this License Agreement; and d) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.2 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, XXXXXX MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED.

Representations and Warrants. 5.1 Stellar hereby In order to induce Lenders and Agent to enter into this Amendment and to amend the Loan Agreement in the manner provided herein, Borrower represents and warrants to each Lender and in favour of Xxxxxx as followsAgent that the following statements are true, correct and complete: (a) Stellar is a corporation duly incorporated validly subsisting under the laws of the Province of Ontario, Canada and Borrower has the corporate power and authority to enter into this License Agreement Amendment and to carry out the transactions contemplated by, and perform its obligations hereunder; Xxxxxx License December 06under, the Loan Agreement (as amended by this Amendment the "Amended Agreement"). (b) The execution and deliver of this Amendment and the performance of the Amended Agreement have been authorized by all necessary action on the part of Borrower. (c) The execution and delivery by Borrower of this Amendment and the performance by Borrower of the Amended Agreement and the use of proceeds thereunder (i) do not violate any Requirement of Law or Contractual Obligation of Borrower, (ii) will not result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any Requirement of Law or Contractual Obligation of Borrower and (iii) do not require the consent of any third party. (d) This License Amendment and the Amended Agreement has have been duly authorized, executed and delivered by Stellar Borrower and is a legal, are the legally valid and binding obligation obligations of Stellar;Borrower, enforceable against Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. c(e) Stellar has obtained all requisite The representations and necessary consents and approvals to enter into this License Agreement and has the right to enter into this License Agreement and to grant to Xxxxxx the licensing arrangements outlined herein; d) As warranties contained in Section 3 of the Effective Date (i) Loan Agreement are and will be true, correct and complete in all material respects on and as of the effective date described in Section 2 to the best same extent as though made on and as of Stellar’s knowledgethat date, except to the developmentextent such representations and warranties specifically relate to an earlier date, distributionin which case they were true, marketingcorrect and complete in all material respects on and as of such earlier date. (f) After giving effect to this Amendment, promotion, no event has occurred and is continuing or sale will result from the consummation of the Products transactions described in the Territory or the use otherwise contemplated by this Amendment that would constitute a Default or practice an Event of the Methods Default. (g) The Declaration of Trust, By-Laws and Technical Know-How does other organizational documents of Borrower have not infringe any intellectual property or patent right owned or licensed by any third party and (ii) Stellar is the sole owner of the Patentsbeen amended since March 3, Proprietary Marks1997, Products and the Methods and Technical Know-How, and (iii) Stellar has not granted any other licences or rights of any kind in the Products or the Patents, Proprietary Marks, Methods and Technical Know-How copies thereof delivered to any third party for the Territory which remain in effect; and e) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, STELLAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. 5.2 Xxxxxx hereby represents and warrants to and in favor of Stellar as follows: a) Xxxxxx is a corporation duly incorporated validly subsisting Lenders under the laws of Loan Agreement are true, correct and complete copies thereof as in effect on the State of Delaware, and has the corporate power to enter into this License Agreement and to perform its obligations hereunder; b) this License Agreement has each been duly authorized, executed and delivered by Xxxxxx and is a legal, valid and binding obligation of Xxxxxx; c) Xxxxxx has obtained all requisite and necessary approvals and consents to enter into this License Agreement and has the right to perform all its obligations under this License Agreement; and d) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.2 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, XXXXXX MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIEDeffective date described in Section 2.