Due Corporate Authorization. The Purchaser's execution and delivery of this Agreement and its performance of its obligations hereunder have been duly authorized by all necessary proceedings of the directors and shareholders of the Purchaser.
Due Corporate Authorization. The execution and delivery of this Agreement and the consummation of the transactions contemplated under it have been duly authorized by all necessary corporate action on the part of PWIN . (d)
Due Corporate Authorization. The execution and delivery of this Agreement and the consummation of the transactions contemplated under it have been duly authorized by all necessary corporate action on the part of the Purchaser. (d) Binding Obligation - This Agreement has been duly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser. (e) Absence of Conflict - The Purchaser is not a party to, bound or affected by or subject to any agreement which would be violated, breached or terminated by, or which would result in the creation or imposition of any Encumbrance upon any of the Exchangeable Shares or Exchangeable Warrants as a consequence of, the execution and delivery of this Agreement or the consummation of the transactions contemplated in this Agreement. (f) Regulatory Approvals - No governmental or regulatory authorization, approval, order, consent or filing is required on the part of the Purchaser, in connection with the execution, delivery and performance of this Agreement and the performance of the Purchaser's obligations under this Agreement. (g) No Bankruptcy - No proceedings have been taken, are pending or authorized by the Purchaser or by any other person in respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of the Purchaser. (h) Litigation - There are no judgements, decrees, injunctions, ruling or orders of any court, Governmental Authority or arbitration, or any actions, suits, grievances or proceedings (whether or not on behalf of the Purchaser) pending or threatened or the Purchaser which may materially adversely affect the Purchaser's assets. (i) Disclosure - The representations and warranties of the Purchaser in this Agreement are true, complete and correct and do not contain any untrue or misleading statement of a material fact or omit to state a material fact necessary to make such representations and warranties not misleading to the Vendors. (j) Support Agreement - the Purchaser has entered into the support agreement with PWIN appended hereto as Schedule 3, pursuant to which PWIN will make available its common shares for issuance on a redemption or retraction of the Exchangeable Shares. 4.2
Due Corporate Authorization. The execution and delivery of this Agreement and the consummation of the transactions contemplated under it have been duly authorized by all necessary corporate action on the part of the Purchaser. (d) Binding Obligation - This Agreement has been duly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser. (e) Absence of Conflict - The Purchaser is not a party to, bound or affected by or subject to any agreement which would be violated, breached or terminated by, or which would result in the creation or imposition of any Encumbrance upon any of the Exchangeable Shares or Exchangeable Warrants as a consequence of, the execution and delivery of this Agreement or the consummation of the transactions contemplated in this Agreement. (f) Regulatory Approvals - No governmental or regulatory authorization, approval, order or consent is required on the part the Purchaser, in connection with the execution, delivery and performance of this Agreement and the performance of the Purchaser's obligations under this Agreement. (g) No Bankruptcy - No proceedings have been taken, are pending or authorized by the Purchaser or by any other person in respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of the Purchaser. (h)
Due Corporate Authorization. The Acquired Corporation's execution and ----------------------------- delivery of this Agreement and its performance of its obligations hereunder have been duly authorized by all necessary proceedings of the directors and shareholders of the Acquired Corporation.
Due Corporate Authorization. The execution and delivery of this Agreement and the consummation of the transactions contemplated under it have been duly authorized by all necessary corporate action on the part of Osgoode.
Due Corporate Authorization. Exchangeco's execution and delivery of this Agreement and its performance of its obligations hereunder have been duly authorized by all necessary proceedings of the directors and shareholders of Exchangeco.
Due Corporate Authorization. The execution and delivery of this Agreement and the consummation of the transactions contemplated under it have been duly authorized by all necessary corporate action on the part of Nevada.
Due Corporate Authorization. The execution and delivery of this Agreement and the completion of the transaction contemplated hereby has been duly and validly authorised by all necessary corporate action on the part of PWIN.
Due Corporate Authorization. The Acquired Partnership's execution and ----------------------------- delivery of this Agreement and its performance of its obligations hereunder have been duly authorized by all necessary proceedings of the Acquired Partnership.
