Status, Constating Documents and Licences. (i) Sinomar is a corporation duly incorporated, organized and validly subsisting in all respects under the laws of the Province of Alberta, and Sinomar has all necessary corporate power to own its assets and to carry on its business as it is now being conducted;
(ii) the constating documents and by-laws of Sinomar, as amended to the date hereof, are complete and correct, with copies of each of those documents having been delivered to the Shareholder;
(iii) Sinomar is duly licenced, registered and qualified as a corporation to do business, is up-to-date in the filing of all required corporate returns and other notices and filings and is otherwise in good standing in all respects under the laws of the Province of Alberta; and
(iv) Sinomar is current and up to date with respect to all filings required to be made under the Securities Acts.
Status, Constating Documents and Licences. (i) CCSA is a corporation duly incorporated, organized and validly subsisting in all respects under the laws of Argentina, and has all the necessary corporate power to own its assets and to carry on the Business as it is now being conducted;
(ii) the constating documents and by-laws of CCSA are complete and correct, with copies of each of those documents having been delivered to Sinomar; and
(iii) CCSA is duly licenced, registered and qualified as a corporation to do business, is up-to-date in the filing of all required corporate returns and other notices and filings and is otherwise in good standing in all respects, in each jurisdiction in which: (i) it owns or leases assets; and (ii) the nature or conduct of the Business or any part thereof, or the nature of its assets makes such qualification necessary or desirable to enable the Business to be carried on as now conducted, or to enable the assets of CCSA to be owned, leased and operated by it.
Status, Constating Documents and Licences. The Corporation is a corporation duly incorporated and organized and validly subsisting in all respects under the laws of the Delaware, and each of the other members of the Consolidated Group is a corporation incorporated or constituted and validly subsisting under the laws of its jurisdiction of constitution. Each member of the Consolidated Group has all necessary corporate power to own its properties and to carry on its business, as currently conducted by it.
Status, Constating Documents and Licences. BVT is a corporation duly incorporated and validly subsisting in all respects under the laws of the Province of Ontario. BVT has all necessary corporate power to own its properties and to carry on its businesses as it is now being conducted. The articles, by-laws and other constating documents of BVT as provided to the Purchaser are complete and accurate. BVT is duly licensed, registered and qualified as a corporation to do business, is up-to-date in the filing of all required corporate returns and other notices and filings and is otherwise in good standing in all material respects, in each jurisdiction in which: (i) it owns or leases property, or (ii) the nature or conduct of its business or any part thereof, or the nature of the property of BVT or any part thereof, makes such qualification necessary to enable the Business to be carried on as now conducted or to enable the property and assets of BVT to be owned, leased and operated by it, except where failure to be so licensed, registered and qualified or to make such filings would not have a material adverse effect on BVT. There are no proceedings in progress, pending or, to the knowledge of BVT, threatened, which could result in the revocation, cancellation or suspension of any of the Business Permits.
Status, Constating Documents and Licences. (a) The Corporation is a corporation duly incorporated and validly subsisting in all respects under the laws of Alberta. The Corporation is a non-reporting private corporation. The Corporation and the Vendor has all necessary corporate power to own its properties and to carry on its business as it is now being conducted.
(b) The articles, by-laws and other constating documents of the Corporation, as amended to the date hereof, are listed in Schedule "H" attached hereto, and complete and correct copies of each of those documents have been delivered to the Purchaser.
(c) The Corporation is duly licensed, registered and qualified as a corporation to do business, is up-to-date in the filing of all required corporate returns and other notices and filings and is otherwise in good standing in all respects, in each jurisdiction in which:
(i) it owns or leases property, or
(ii) the nature or conduct of its business or any part thereof, or the nature of the property of the Corporation or any part thereof, makes such qualification necessary or desirable to enable the Business to be carried on as now conducted or to enable the property and assets of the Corporation to be owned, leased and operated by it. All of the Corporations' Licences are listed in Schedule "I" attached hereto and are valid and subsisting. Complete and correct copies of the Licences have been delivered to the Purchaser. The Corporation is in compliance with all terms and conditions of the Licences. There are no proceedings in progress, pending or, to the best of the knowledge of the Vendor threatened, which could result in the revocation, cancellation or suspension of any of the Licences.
Status, Constating Documents and Licences. Tracker is a company duly incorporated and validly subsisting under the laws of the Province of British Columbia. Tracker has all necessary corporate power to own its properties and to carry on its businesses as it is now being conducted. The constating documents of Tracker as provided to Target and Contakt are complete and accurate.
Status, Constating Documents and Licences. To the best of the Vendor's knowledge:
(i) each of the Companies is a corporate duly incorporated and validly subsisting in all respects under the laws of British Columbia;
(ii) the Companies are duly licensed, registered and qualified as a corporation to do business, are up to date in filing of all required corporate returns and other notices and filings and are otherwise in good standing in all respects; and
(iii) there are no proceedings in progress, pending or threatened, which could result in the revocation, cancellation or suspension of any of the licences;
Status, Constating Documents and Licences. (a) The Vendor is and the Corporation will be a corporation duly incorporated and validly subsisting in all respects under the laws of their respective jurisdictions of incorporation. The Vendor has and the Corporation will have all necessary corporate power to own its properties and to carry on its business as it is being conducted.
(b) Except where the failure to so qualify would not have a material adverse effect on the Business, the Vendor is and the Corporation will be, duly qualified to carry on business in each jurisdiction in which:
(i) it owns or leases property, or
(ii) the nature or conduct of its business or the nature of the Assets makes such qualification necessary or desirable to enable the Business to be carried on.
Status, Constating Documents and Licences. (a) The Company is a corporation duly incorporated and validly subsisting in all respects under the laws of Ontario. The Company is a "private company", as -11-
Status, Constating Documents and Licences. (i) Way is a corporation duly incorporated and validly subsisting in all respects under the laws of the Province of Ontario. Way has all necessary corporate power to own its properties and to carry on its businesses as it is now being conducted.
(ii) Way is a reporting issuer in the Provinces of Alberta, Ontario and British Columbia and no material change relating to Way has occurred with respect to which the requisite material change report has not been filed under applicable securities laws in such provinces and no such disclosure is currently on file with any securities commissions of such provinces on a confidential basis;
(iii) All press releases, material change reports, financial statements and other documents filed by, or on behalf of, Way with the securities commissions of Ontario, British Columbia and Alberta were, at the respective dates of such filings, true and correct in all material respects and collectively provide disclosure of all material facts relating to Way required to be disclosed in accordance with applicable securities laws in such provinces and each such document did not contain any misrepresentation as of the respective dates of such filings, other than in respect of any information furnished by UGE or its representatives, concerning which Way makes no representations or warranties;
(iv) The outstanding Way Shares are listed for trading on the TSXV;
(v) There are no current orders ceasing or suspending trading in the securities of Way nor prohibiting the sale of such securities, and no such order or suspension has been issued to Way or its directors, officers or promoters and, to the knowledge of Way, no investigations or proceedings for such purposes are pending or threatened, other than the halt in the trading in Way Shares initiated at the request of Way in respect of the public announcement of the Acquisition, and which is ongoing as of the date hereof;
(vi) Way is not in material default of any applicable securities legislation of the Provinces of Ontario, Alberta, and British Columbia;
(vii) The articles, by-laws and other constating documents of Way, as amended to the date hereof, are complete and accurate; and
(viii) Way is duly licensed, registered and qualified as a corporation to do business, is up-to-date in the filing of all required corporate returns and other notices and filings and are otherwise in good standing in all material respects, in each jurisdiction in which:
(I) it owns or leases property; or
(II) the na...
