Sonic’s Representations Sample Clauses

Sonic’s Representations. Sonic represents with respect to the Proprietary Marks that Sonic will use and permit Licensee and other licensees to use the Proprietary Marks only in accordance with the Sonic System and the standards and specifications attendant thereto which underlie the goodwill associated with and symbolized by the Proprietary Marks.

Sonic’s Representations. In order to induce the Seller to enter into and consummate this Agreement, Sonic and Merger Sub represent and warrant, jointly and severally, to the Seller and the Company as follows: (a) Sonic is a corporation duly incorporated under the laws of the Province of British Columbia is a reporting company and is a valid and subsisting corporation in good standing with the Office of the Registrar of Companies of British Columbia, has the power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, all of which have been duly and validly authorized by all requisite proceedings; (b) Merger Sub is a corporation duly incorporated under the laws of State of California and is a valid and subsisting corporation in good standing under the laws of the State of California, has the power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, all of which have been duly and validly authorized by all requisite proceedings; (c) Sonic’s common shares trade on the TSX Venture Exchange, and Sonic has not received any notice of any pending or actual de-listing or suspension of trading therefrom,, nor has reason to believe any such notice is pending or Threatened; (d) no securities commission or similar regulatory authority has issued any order which is currently outstanding preventing or suspending trading in any securities of Sonic, and Sonic is not in default of any requirement of securities laws of the Provinces of Canada; (e) neither the execution of this Agreement nor the performance by Sonic of its obligations hereunder will result in a breach by it of any term or provision or constitute a default under any deed of trust or any other agreement to which it is bound; (f) this Agreement constitutes a legal, valid, and binding obligation of Sonic and Merger Sub, enforceable against Sonic and Merger Sub in accordance with its terms. Upon the execution and delivery by Sonic of the Seller’s Closing Documents to which it is a party, such Agreements will constitute legal, valid, and binding obligations of Sonic, enforceable against Sonic in accordance with their respective terms. Sonic and Merger Sub have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller’s Closing Documents to which they are a party and to perform their obligations thereunder; and (g) the Sonic Shares issued to Seller hereunder will be duly and validly issued. ...