Primero Subsidiaries definition
Examples of Primero Subsidiaries in a sentence
None of the Primero Subsidiaries are required to file any reports or other documents with any of the Securities Authorities or the TSX.
No Person other than Primero or any of the Primero Subsidiaries owns or has any proprietary, financial or other interest (direct or indirect) in any of the Authorizations.
Except as disclosed in the Primero Disclosure Letter, none of Primero and the Primero Subsidiaries has entered into any agreement that would entitle any Person to any valid claim against Primero or any of the Primero Subsidiaries for a broker’s commission, finder’s fee or any like payment in respect of the Arrangement or any other matter contemplated by this Agreement.
Except as disclosed in the Primero Disclosure Letter, Primero and the Primero Subsidiaries have performed in all material respects all their respective obligations required to be performed by them to date under the material contracts.
Except as disclosed in the Primero Disclosure Letter, Primero and each of the Primero Subsidiaries has been incorporated, is validly subsisting and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted.
Except pursuant to restrictions on transfer contained in the Articles or by-laws (or their equivalent) of the applicable Subsidiary of Primero, the outstanding shares of the Primero Subsidiaries are owned free and clear of all Encumbrances, other than the Primero Permitted Encumbrances, and Primero is not liable to any creditor in respect thereof.
Primero and each of the Primero Subsidiaries is registered, licensed or otherwise qualified as an extra- provincial corporation or a foreign corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on Primero.
Neither Primero nor any of the Primero Subsidiaries is in breach or default under any material contract to which it is a party or bound, nor does Primero have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to result in, or result in, a Material Adverse Effect on Primero.
As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Primero, except as disclosed in the Primero Disclosure Letter, or any of the Primero Subsidiaries having the right to vote with the Primero Shareholders on any matter.
No Person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Primero or the Primero Subsidiaries any of the material assets of Primero or any of the Primero Subsidiaries.