Shareholder Representations & Warranties Sample Clauses

Shareholder Representations & Warranties. Each Shareholder represents and warrants to each other Shareholder and the Company that as of the date of this Agreement or the date of Accession Agreement under which the Shareholder became a party to this Agreement: (a) In the case of a Shareholder which is not a trust, the Shareholder is the registered and beneficial owner of the Shares shown beside the Shareholder’s name in Schedule “A” (or on the Accession Agreement under which the Shareholder became party to this Agreement) free and clear of any mortgage, lien or encumbrance or security interest, and the Shareholder is not subject to any agreement under which any mortgage, encumbrance, lien or security interest may be created upon any of the Shareholder’s Shares. (b) In the case of a trust, the Shareholder is the trustee of the trust and the trust is the registered owner of the Shares shown beside the trust’s name in Schedule “A” (or on the Accession Agreement under which the trust became party to this Agreement) free and clear of any mortgage, lien or encumbrance or security interest, and neither the trust, the trustee nor the beneficiaries of the trust are subject to any agreement under which any mortgage, encumbrance, lien or security interest may be created upon any of the Shareholder’s Shares or any interest therein. (c) The Shareholder is not in a relationship in respect of which a triggering event under Section 56 of the Family Relations Act (British Columbia), or any applicable similar legislation in any other jurisdictions) has occurred. (d) The Shareholder is not in any way subject or party to any unsatisfied judgments, consent decrees, injunctions, litigation, proceedings, actions or claims (and to the best of the knowledge of the Shareholder no such matters are pending or threatened against the Shareholder) which could result in a judgment against the Shareholder leading to the impairment or loss of the Shareholder’s title to or interest in the Shares. (e) The Shareholder is not violating, contravening, breaching, or creating a default under any law, statute, regulation, order, judgment, or decree applicable to the Shareholder by becoming party to this Agreement or performing the provisions hereof. (f) If the Shareholder is not an individual, the Shareholder is duly created and is validly existing under the laws of the jurisdiction of its creation and has the legal power and capacity to own its assets and enter into and perform its obligations pursuant to this Agreement.