Purchaser’s Representations. The Purchaser hereby represents and warrants to the Vendor that: (a) it is a valid and subsisting corporation under and governed by the laws of Ontario and has the necessary authority, power and capacity to enter into this Agreement and carry out the transactions contemplated herein; (b) this Agreement and its obligations hereunder and the documents and transactions contemplated herein shall have been authorized by all requisite proceedings and shall constitute legal, valid and binding obligations of the Purchaser, and the completion of the transaction contemplated by this Agreement will not result in the violation of any of the terms and provisions of the constating documents or by-laws of the Purchaser; (c) the Purchaser is not insolvent and has not proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order in bankruptcy filed against it or taken any proceeding with respect to a compromise or arrangement or to have itself declared bankrupt, insolvent or wound up or to have a receiver appointed over all or any part of its assets or undertaking; (d) the Purchaser or its permitted assignee will on Closing be a GST registrant under the Excise Tax Act (Canada) and will provide its registration number or the registration number of its permitted assignee to the Vendor on or before the Closing Date; (e) no approval or consent of any Governmental Authority is required in connection with the execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated by this Agreement by the Purchaser; and (f) neither the Purchaser nor its permitted assignee is/will be a non-Canadian for the purposes of the Investment Canada Act (Canada). The representations and warranties contained in Sections 2.6 and 2.7 shall survive Closing for a period of six (6) months. The representations and warranties contained in this Agreement will cease to have effect 6 months following the Closing Date except to the extent that written notice of a claim has been made thereunder prior to that date.
Appears in 1 contract
Sources: Agreement of Purchase and Sale (Tarpon Industries, Inc.)
Purchaser’s Representations. The Purchaser hereby represents and warrants to the Vendor Company that:
(a) It is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Securities Act) and it is a valid and subsisting corporation under and governed understands that no action has been or will be taken in any jurisdiction by the laws Company that would permit a public offering of Ontario and has the necessary authority, power and capacity to enter into this Agreement and carry out Securities in any country or jurisdiction where action for that purpose is required. It is not acquiring the transactions contemplated herein;Securities for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Securities Act or in a transaction not subject thereto.
(b) It is not acquiring the Securities with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States of America or any other applicable jurisdiction.
(c) It (A) agrees that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with the Securities Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is 40 days (in the case of the Notes) after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Securities proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) for so long as any Securities are eligible for resale pursuant to Rule 144A under the Securities Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States of America within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Securities Act, and (B) agrees that it will give to each person to whom such Securities are transferred a notice substantially to the effect of this paragraph.
(d) The Purchaser acknowledges that the Securities are “restricted securities” as defined in Rule 144 under the Securities Act and subject to resale restrictions during the period set forth in Rule 144.
(e) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Securities Act), general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers by means of any directed selling efforts in the United States of America be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the Notes.
(f) The Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person, directly or indirectly, to sell, transfer, distribute or grant participations to such Person or to any third Person, with respect to any of the Securities.
(g) The execution, delivery and performance by it of this Agreement and its obligations hereunder and the documents and consummation by it of the transactions contemplated herein shall have by the Transaction Documents, including, without limitation, the purchase of the Securities: (a) is within its power and authority and has been duly authorized by all requisite proceedings necessary action; (b) does not contravene the terms of its constitutional documents or any amendment thereof; and (c) shall not violate, constitute a breach of or a default (with the passage of time or otherwise) under, or require the consent of any person or a Governmental Authority (other than consents already obtained which are in full force and effect) under or pursuant to (i) any bond, debenture, note or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which the Purchaser is a party or by which the Purchaser or its property is bound, or (ii) any statute, rule, regulation, law or ordinance, or any judgment, decree or order applicable to the Purchaser or any of its properties, other than in each of clause (i) and (ii) such violations, breaches or defaults that would not, individually or in aggregate, have a Material Adverse Effect on the ability of the Purchaser to perform its obligations hereunder.
(h) This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it and assuming that it is binding on and enforceable against the Company, this Agreement constitutes the Purchaser’s legal, valid and binding obligations obligation enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: “The securities represented by this certificate may not be offered, sold, pledged or otherwise transferred or assigned to any US Person and every purchaser of the Purchasersecurities represented by this certificate will be required to certify that it is not a US Person and is not acquiring the securities for the account or benefit of any US Person. The securities represented by this certificate were originally issued on October 18, 2010 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Note Purchase Agreement, dated as of October 18, 2010 and as amended and modified from time to time, between the Company named therein and certain investors, and the completion Company reserves the right to refuse the transfer of the transaction contemplated by this Agreement will not result in the violation of any of the terms and provisions of the constating documents or by-laws of the Purchaser;
(c) the Purchaser is not insolvent and has not proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order in bankruptcy filed against it or taken any proceeding such securities until such conditions have been fulfilled with respect to a compromise or arrangement or to have itself declared bankrupt, insolvent or wound up or to have a receiver appointed over all or any part such transfer. A copy of its assets or undertaking;
(d) such conditions shall be furnished by the Purchaser or its permitted assignee will on Closing be a GST registrant under the Excise Tax Act (Canada) and will provide its registration number or the registration number of its permitted assignee Company to the Vendor on or before the Closing Date;
(e) no approval or consent of any Governmental Authority is required in connection with the execution holder hereof upon written request and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated by this Agreement by the Purchaser; and
(f) neither the Purchaser nor its permitted assignee is/will be a non-Canadian for the purposes of the Investment Canada Act (Canada). The representations and warranties contained in Sections 2.6 and 2.7 shall survive Closing for a period of six (6) months. The representations and warranties contained in this Agreement will cease to have effect 6 months following the Closing Date except to the extent that written notice of a claim has been made thereunder prior to that datewithout charge.”
Appears in 1 contract
Purchaser’s Representations. 11.1 The Purchaser hereby represents represents, warrants and warrants covenants to and with the Vendor that:
(a) it a. the Purchaser is a valid corporation duly organized, validly existing and subsisting corporation in good standing under and governed by the laws of Ontario its jurisdiction of incorporation and the laws of those jurisdictions in which the Assets are located;
b. the Purchaser has the necessary authority, all requisite power and capacity authority to enter into this Agreement and carry out to purchase and pay for the Assets on the terms described herein and to perform its other obligations under this Agreement;
c. the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and the consummation of the transactions contemplated hereinherein will not violate, nor be in conflict with, any provision of any agreement or instrument to which the Purchaser is a party or is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser or the constating document or bylaws of the Purchaser;
(b) d. this Agreement has been duly executed and its obligations delivered by the Purchaser and all documents required hereunder to be executed and delivered by the documents and transactions contemplated herein Purchaser shall have been authorized by all requisite proceedings duly executed and shall delivered and this Agreement does, and such documents will, constitute legal, valid and binding obligations of the Purchaser, and the completion of the transaction contemplated by this Agreement will not result Purchaser enforceable in the violation of any of the terms and provisions of the constating documents or by-laws of the Purchaseraccordance with their respective terms;
(c) e. the Purchaser has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which the Vendor shall have any obligation or liability; the Purchaser is not insolvent and has not proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order in bankruptcy filed against it or taken any proceeding with respect to a compromise or arrangement or to have itself declared bankrupt, insolvent or wound up or to have a receiver appointed over all or any part of its assets or undertaking;
(d) the Purchaser or its permitted assignee will on Closing be a GST registrant under the Excise Tax Act (Canada) and will provide its registration number or the registration number of its permitted assignee to the Vendor on or before the Closing Date;
(e) no approval or consent of any Governmental Authority is required in connection with the execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated by this Agreement by the Purchaser; and
(f) neither the Purchaser nor its permitted assignee is/will be a "non-Canadian for person" within the purposes meaning of the Investment Canada Act (Canada). The representations and warranties contained in Sections 2.6 and 2.7 shall survive Closing for a period Act; the well screening ratio of six (6) months. The representations and warranties contained in this Agreement the Purchaser after the transfer of the Assets will cease to have effect 6 months following the Closing Date except to the extent that written notice of a claim has been made thereunder prior to that date.equal or exceed 1.0; and
Appears in 1 contract
Sources: Purchase and Sale Agreement (Park Place Energy Corp.)
Purchaser’s Representations. The Purchaser hereby represents and warrants to and in favour of the Vendor thatthat as of the date of this Agreement (unless otherwise specified) and as of the Closing Date:
(a) it the Purchaser is (or if an affiliate of the Purchaser will be taking title to the Subject Assets at Closing, such affiliate will be at Closing) a valid and subsisting corporation under existing and governed by the laws of the Province of Ontario and has has, or will have, as the case may be, the necessary corporate authority, power and capacity to own the Subject Assets and to enter into this Agreement and carry out the documents and transactions contemplated hereinherein and to complete the Transaction and perform its obligations under the documents and transactions contemplated herein on the terms and conditions herein contained;
(b) the agreement of purchase and sale constituted on the execution and delivery of this Agreement and its the obligations of the Purchaser hereunder and the documents and transactions contemplated herein shall have been duly and validly authorized by all requisite corporate proceedings of the Purchaser and shall constitute (and will constitute at Closing), legal, valid and binding obligations of the Purchaser, Purchaser enforceable against the Purchaser in accordance with its and their terms; and neither the entering into nor delivery of this Agreement nor the completion by the Purchaser of the transaction contemplated by this Agreement Transaction will not result in the violation of conflict with or constitute a default under any of the terms Applicable Laws; and provisions of the constating documents or by-laws of the Purchaser;
(c) the Purchaser is not insolvent and has not proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order in bankruptcy filed against it or taken any proceeding with respect to a compromise or arrangement or to have itself declared bankrupt, insolvent or wound up or to have a receiver appointed over all or any part of its assets or undertaking;
(d) the Purchaser or its permitted assignee will on Closing be a GST registrant under the Excise Tax Act (Canada) and will provide its registration number or the registration number of its permitted assignee to the Vendor on or before the Closing Date;
(e) no approval or consent of any Governmental Authority is required in connection with the execution and delivery of this Agreement by the Purchaser and the consummation completion of the transactions contemplated by this Agreement Transaction by the Purchaser; ;
(c) the Purchaser is duly registered, and if an affiliate of the Purchaser will be taking title to the Subject Assets at Closing, such affiliate will be duly registered, in virtue of Subsection (d) of Section V of Part IX of the Excise Tax Act (Canada), and in consequence, in virtue of paragraph 221(2)(b) of such law, the Vendor is not obliged to collect the tax known as the goods and services tax from the Purchaser or such affiliate, as the case may be;
(d) the Purchaser is purchasing the Subject Assets as principal for its own account and same are not being purchased by the Purchaser as an agent, trustee or otherwise on behalf of or for another Person and, the Purchaser is not Purchasing the Subject Assets, in whole or in part, on behalf of, nor is it in a partnership, co-ownership, or joint venture with, in connection with the purchase of the Subject Assets, any Person that is an affiliate of the Vendor, and/or any officer, director, shareholder or employee of any such Person;
(e) except for this Agreement and the Closing Documents to be delivered in connection therewith, the Purchaser has not, with respect to the Subject Assets, entered into any contractual arrangements with any former or current director, officer, and/or employee of the Vendor, any affiliate of the Vendors, or any Person controlled by any of the foregoing;
(f) neither the Purchaser nor its permitted assignee is/will be is not a non-Canadian for within the purposes meaning of the Investment Canada Act (Canada). The representations and warranties contained ; and
(g) the Purchaser has not retained the services of any real estate broker or agent in Sections 2.6 and 2.7 shall survive Closing for a period of six (6) months. The representations and warranties contained in connection with the transactions contemplated by this Agreement will cease to have effect 6 months following the Closing Date except to the extent that written notice of a claim has been made thereunder prior to that dateAgreement.
Appears in 1 contract
Purchaser’s Representations. The Purchaser hereby represents and warrants to the Vendor that:
(a) it is a valid and subsisting corporation under and governed by the laws of Ontario and has the necessary authority, power and capacity To induce Seller to enter into this Agreement and carry out to sell the transactions contemplated herein;Property, Purchaser represents and warrants to Seller that:
(i) Except for this Agreement, Purchaser has entered into no other purchase or commission agreement with respect to the Property.
(ii) Purchaser shall pay at or prior to Closing all claims, liabilities or expenses associated with its inspection, permitting and development of the Property up to the Closing Date.
(iii) Purchaser has not (a) made a general assignment for the benefit of creditors, (b) filed any voluntary petition or suffered the filing of an involuntary petition by Purchaser’s creditors, (c) suffered the appointment of a receiver to take all, or substantially all, of Purchaser’s assets, (d) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, or (e) admitted in writing its inability to pay its debts as they fall due, and no such action is threatened or contemplated. If any of such actions have been taken or brought against Purchaser, then prior to the date hereof the same have been fully disclosed and Purchaser discharged therefrom so that there are no prohibitions or conditions upon Purchaser’s acquisition of the Property.
(iv) Neither the execution and delivery of this Agreement and its obligations hereunder and nor the documents and transactions contemplated herein shall have been authorized by all requisite proceedings and shall constitute legal, valid and binding obligations of the Purchaser, and the completion consummation of the transaction contemplated by this Agreement will result (either immediately or after the passage of time and/or the giving of notice) in breach or default by Purchaser under any agreement or understanding to which Purchaser is a party or by which Purchaser may be bound or which would have an effect upon Purchaser’s ability to fully perform its obligations under this Agreement.
(v) Purchaser has the right, power and authority to execute, deliver and perform this Agreement without obtaining any consents or approvals from or the taking of any action with respect to, any third parties, and Purchaser has taken all required limited liability company action to enter into and perform its obligations under this Agreement. This Agreement, when executed and delivered by Purchaser and Seller, will constitute the valid and binding agreement of Purchaser.
(vi) None of Purchaser or any of its Affiliates, nor any of their respective directors, officers, members, managing members, agents, representatives and/or affiliates, has been, is now, or shall be at any time prior to or at the Closing, an individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity (collectively or individually as the context shall so require, a “Person”) with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United Sates law, regulation, executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) (including those executive orders and lists administered by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as Persons with whom U.S. Persons may not result transact business so must limit their interactions to types approved by OFAC “Specially Designated Nationals and blocked Persons”) or otherwise. Neither Purchaser or any of its Affiliates has been, is now nor shall be at any time prior to or at the Closing a Person with whom a U.S. Person, including a United Sates Financial Institution as defined in 31 U.S.C. 5312, as periodically amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists administered by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise.
(vii) Neither Purchaser or any of its Affiliates: (A) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (B) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (C) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws or otherwise been in violation of any Anti-Money Laundering Laws. As used herein, the term “Anti-Money Laundering Laws” means laws, regulations and sanctions, state and federal, criminal and civil, that: (w) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (x) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the terms United States; (y) require identification and provisions documentation of the constating documents parties with whom a Financial Institution conducts business; or by(z) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA PATRIOT Act of 2001, Pub. L. No. 107-laws of 56 (the Purchaser;
(c) “Patriot Act”), the Purchaser is not insolvent and has not proposed a compromise or arrangement to its creditors generallyBank Secrecy Act, or had any petition for a receiving order in bankruptcy filed against it or taken any proceeding with respect to a compromise or arrangement or to have itself declared bankrupt31 U.S.C. Section 5311 et seq., insolvent or wound up or to have a receiver appointed over all or any part of its assets or undertaking;
(d) the Purchaser or its permitted assignee will on Closing be a GST registrant under the Excise Tax Act (Canada) and will provide its registration number or the registration number of its permitted assignee to the Vendor on or before the Closing Date;
(e) no approval or consent of any Governmental Authority is required in connection Trading with the execution Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seq., and delivery of this Agreement the sanction regulations promulgated pursuant thereto by the Purchaser OFAC, as well as laws relating to prevention and the consummation detection of the transactions contemplated by this Agreement by the Purchaser; and
(f) neither the Purchaser nor its permitted assignee is/will be a non-Canadian for the purposes of the Investment Canada Act (Canada). The representations money laundering in 18 U.S.C. Sections 1956 and warranties contained in Sections 2.6 and 2.7 shall survive Closing for a period of six (6) months. The representations and warranties contained in this Agreement will cease to have effect 6 months following the Closing Date except to the extent that written notice of a claim has been made thereunder prior to that date1957.
Appears in 1 contract
Sources: Contract for Sale and Purchase of Real Property (Tupperware Brands Corp)
Purchaser’s Representations. The Purchaser hereby represents and warrants to the Vendor Company that:
a) It is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Securities Act) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Securities in any country or jurisdiction where action for that purpose is required. It is not acquiring the Securities for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Securities Act or in a transaction not subject thereto.
b) It is not acquiring the Securities with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States of America or any other applicable jurisdiction.
c) It (A) agrees that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with the Securities Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is 40 days (in the case of the Notes) or one year (in the case of the Warrants) after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Securities proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) for so long as any Securities are eligible for resale pursuant to Rule 144A under the Securities Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States of America within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the Securities Act, and (B) agrees that it will give to each person to whom such Securities are transferred a notice substantially to the effect of this paragraph.
d) The Purchaser acknowledges that the Securities are “restricted securities” as defined in Rule 144 under the Securities Act and subject to resale restrictions during the period set forth in Rule 144.
e) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Securities Act), general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers by means of any directed selling efforts in the United States of America be made by the Purchaser or any of its representatives in connection with the offer and sale of any of the Notes.
f) The Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person, directly or indirectly, to sell, transfer, distribute or grant participations to such Person or to any third Person, with respect to any of the Securities.
g) The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated by the Transaction Documents, including, without limitation, the purchase of the Securities: (a) is within its power and authority and has been duly authorized by all necessary action; (b) does not contravene the terms of its constitutional documents or any amendment thereof; and (c) shall not violate, constitute a breach of or a default (with the passage of time or otherwise) under, or require the consent of any person or a Governmental Authority (other than consents already obtained which are in full force and effect) under or pursuant to (i) any bond, debenture, note or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which the Purchaser is a party or by which the Purchaser or its property is bound, or (ii) any statute, rule, regulation, law or ordinance, or any judgment, decree or order applicable to the Purchaser or any of its properties, other than in each of clause (i) and (ii) such violations, breaches or defaults that would not, individually or in aggregate, have a Material Adverse Effect on the ability of the Purchaser to perform its obligations hereunder.
h) This Agreement and the other Transaction Documents to which it is a valid party have been duly executed and subsisting corporation under delivered by it and governed by assuming that it is binding on and enforceable against the laws of Ontario and has the necessary authorityCompany, power and capacity to enter into this Agreement and carry out constitutes the transactions contemplated herein;
(b) this Agreement and its obligations hereunder and the documents and transactions contemplated herein shall have been authorized by all requisite proceedings and shall constitute Purchaser’s legal, valid and binding obligations obligation enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
i) Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: “The securities represented by this certificate may not be offered, sold, pledged or otherwise transferred or assigned to any US Person and every purchaser of the Purchasersecurities represented by this certificate will be required to certify that it is not a US Person and is not acquiring the securities for the account or benefit of any US Person. The securities represented by this certificate were originally issued on May ____, 2008 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Note and Warrant Purchase Agreement, dated as of May ___, 2008 and as amended and modified from time to time, between the Company named therein and certain investors, and the completion Company reserves the right to refuse the transfer of the transaction contemplated by this Agreement will not result in the violation of any of the terms and provisions of the constating documents or by-laws of the Purchaser;
(c) the Purchaser is not insolvent and has not proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order in bankruptcy filed against it or taken any proceeding such securities until such conditions have been fulfilled with respect to a compromise or arrangement or to have itself declared bankrupt, insolvent or wound up or to have a receiver appointed over all or any part such transfer. A copy of its assets or undertaking;
(d) such conditions shall be furnished by the Purchaser or its permitted assignee will on Closing be a GST registrant under the Excise Tax Act (Canada) and will provide its registration number or the registration number of its permitted assignee Company to the Vendor on or before the Closing Date;
(e) no approval or consent of any Governmental Authority is required in connection with the execution holder hereof upon written request and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated by this Agreement by the Purchaser; and
(f) neither the Purchaser nor its permitted assignee is/will be a non-Canadian for the purposes of the Investment Canada Act (Canada). The representations and warranties contained in Sections 2.6 and 2.7 shall survive Closing for a period of six (6) months. The representations and warranties contained in this Agreement will cease to have effect 6 months following the Closing Date except to the extent that written notice of a claim has been made thereunder prior to that datewithout charge.”
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (AE Biofuels, Inc.)
Purchaser’s Representations. The Each Purchaser hereby represents and warrants to the Vendor thatCompany as follows:
(ai) it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a valid public distribution in violation of the federal securities laws or any applicable state securities laws. Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on September __, 1999, and subsisting corporation have not been registered under the Securities Act of 1933, as amended or the securities laws of any state. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of September __, 1999 and governed as amended and modified from time to time, between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."
(ii) it is, if an entity, an entity duly organized, validly existing and in good standing under the laws of Ontario the jurisdiction of its organization and is qualified to do business in every jurisdiction in which its lease or ownership of property or conduct of business requires it to so qualify, except where the failure to so qualify has not had and would not reasonably be expected to have a material adverse effect on the necessary authorityfinancial condition, operating results, assets, operations or business prospects of such Purchaser or on such Purchaser's ability to perform its obligations hereunder (a "Purchaser Material Adverse Effect"). It possesses all requisite power and capacity authority (corporate or otherwise) and all material licenses, permits and authorizations necessary to enter into this Agreement own and operate its properties, to carry on its businesses as now conducted and to carry out the transactions contemplated herein;by this Agreement, except for such licenses, permits and authorizations as the failure to possess would not reasonably be expected to have a Purchaser Material Adverse Effect.
(biii) The execution, delivery and performance of this Agreement have been duly authorized by such Purchaser. This Agreement constitutes a valid and binding obligation of such Purchaser, enforceable in accordance with its obligations terms. The execution and delivery by such Purchaser of this Agreement, the purchase of the Preferred Stock hereunder and the documents fulfillment of and transactions contemplated herein shall have been authorized compliance with the terms hereof by all requisite proceedings and shall constitute legal, valid and binding obligations of the such Purchaser, do not and the completion of the transaction contemplated by this Agreement will would not (i) conflict with or result in the violation breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon such Purchaser's securities or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) other than pursuant to applicable securities laws, rules and regulations, require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the organization documents of the terms and provisions of the constating documents such Purchaser, or by-laws of the Purchaser;any law, statute, rule or regulation to which such Purchaser is subject, or any agreement, instrument, order, judgment or decree to which such Purchaser is subject.
(civ) the Such Purchaser is not insolvent and has not proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order an "accredited investor" as defined in bankruptcy filed against it or taken any proceeding with respect to a compromise or arrangement or to have itself declared bankrupt, insolvent or wound up or to have a receiver appointed over all or any part of its assets or undertaking;
(d) the Purchaser or its permitted assignee will on Closing be a GST registrant Regulation D promulgated under the Excise Tax Act (Canada) and will provide its registration number or the registration number of its permitted assignee to the Vendor on or before the Closing Date;
(e) no approval or consent of any Governmental Authority is required in connection with the execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated by this Agreement by the Purchaser; and
(f) neither the Purchaser nor its permitted assignee is/will be a non-Canadian for the purposes of the Investment Canada Act (Canada). The representations and warranties contained in Sections 2.6 and 2.7 shall survive Closing for a period of six (6) months. The representations and warranties contained in this Agreement will cease to have effect 6 months following the Closing Date except to the extent that written notice of a claim has been made thereunder prior to that dateSecurities Act.
Appears in 1 contract
Sources: Purchase Agreement (Paradise Music & Entertainment Inc)
Purchaser’s Representations. The Purchaser hereby warrants and represents to Seller, as of the Effective Date and warrants to as of the Vendor Closing Date, that:
(a) it Purchaser is a valid limited liability company duly organized, validly existing and subsisting corporation in good standing under and governed by the laws of Ontario the State of Delaware, and has the necessary authority, all requisite power and capacity authority to: (i) own the Timber and to enter into carry on its business as now being conducted; (ii) execute this Agreement Agreement; and carry out (iii) perform its obligations and consummate the transactions contemplated herein;hereby.
(b) The execution, delivery and performance of this Agreement and its obligations hereunder and the documents and consummation of transactions contemplated herein shall hereby by Purchaser have been duly and validly authorized by all requisite necessary company action, and no other company proceedings on the part of Purchaser are necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and shall constitute validly executed and delivered by Purchaser and, assuming due authorization, execution and delivery by Seller, is a legal, valid and binding obligations obligation of the Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and the completion similar laws of the transaction contemplated general applicability relating to or affecting creditors’ rights and to general equity principles.
(c) The execution, delivery, and performance by Purchaser of this Agreement will not result in a breach or violation of, or default under, the violation of any of the terms and terms, conditions or provisions of the constating documents or by-laws its articles of the Purchaser;
(c) the Purchaser is not insolvent and has not proposed a compromise or arrangement to its creditors generallyincorporation, or had any petition for a receiving order in bankruptcy filed against it or taken any proceeding with respect to a compromise or arrangement or to have itself declared bankrupt, insolvent or wound up or to have a receiver appointed over all bylaws or any part standing resolution of its assets board of directors, members or undertaking;managers (as the case may be) or any other corporate document.
(d) There are no approvals, consents or registration requirements with respect to any governmental authority that are or will be necessary for the Purchaser or its permitted assignee will on Closing be a GST registrant under the Excise Tax Act (Canada) and will provide its registration number or the registration number of its permitted assignee to the Vendor on or before the Closing Date;
(e) no approval or consent of any Governmental Authority is required in connection with the valid execution and delivery by Purchaser of this Agreement by the Purchaser and Agreement, or the consummation of the transactions contemplated by hereby, other than those which (i) have been obtained, or (ii) are of a routine nature and not customarily obtained or made prior to execution of purchase and sale agreements in transactions similar in nature and size to those contemplated hereby and where the failure to obtain the same would not, individually or in the aggregate, have a material adverse effect on Purchaser’s ability to perform its obligations under this Agreement by the Agreement.
(e) There is no pending or, to Purchaser; and’s knowledge, threatened action or proceeding before any court, governmental agency or arbitrator which may materially adversely affect Purchaser’s ability to perform this Agreement.
(f) neither Purchaser has the financial capacity, or is diligently using its best efforts to obtain the financial capacity, to pay the Purchase Price payable at the Closing and all expenses and fees incurred by Purchaser nor pursuant to or in connection with the transactions contemplated by this Agreement.
(g) Purchaser (which for this purpose includes Purchaser’s partners, members, principal stockholders and any other constituent entities) (i) has not been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its permitted assignee isofficial website, <▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/offices/enforcement/ofac/sdn/t11sdn.pdf> or at any replacement website or other replacement official publication of such list and (ii) is currently in compliance with and will be a non-Canadian for at all times during the purposes term of this Agreement remain in compliance with the regulations of the Investment Canada Act Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (Canadaincluding the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism). The representations and warranties contained in Sections 2.6 and 2.7 shall survive Closing for a period of six (6) months. The representations and warranties contained in this Agreement will cease to have effect 6 months following the Closing Date except to the extent that written notice of a claim has been made thereunder prior to that date, or other governmental action relating thereto.
Appears in 1 contract
Purchaser’s Representations. The Seller has no knowledge of any facts or circumstances which Seller has not disclosed to Purchaser hereby represents and warrants which would reveal any breach of any representation, warranty or covenant on the part of Purchaser under this Agreement. If Seller, prior to Closing, becomes aware of any matter which is the Vendor that:
(a) it is a valid and subsisting corporation subject of any representation, warranty or covenant made by Seller under and governed by the laws of Ontario and has the necessary authority, power and capacity to enter into this Agreement and carry out the transactions contemplated herein;
which would make any such representation, warranty or covenant inaccurate, incomplete or unperformable in any material respect, then Seller will promptly (b) this Agreement and its obligations hereunder and the documents and transactions contemplated herein shall have been authorized by all requisite proceedings and shall constitute legal, valid and binding obligations of the Purchaser, and the completion of the transaction contemplated by this Agreement will not result in the violation of any of the terms and provisions of the constating documents or by-laws of the Purchaser;
(c) the Purchaser is not insolvent and has not proposed a compromise or arrangement prior to its creditors generally, or had any petition for a receiving order in bankruptcy filed against it or taken any proceeding with respect to a compromise or arrangement or to have itself declared bankrupt, insolvent or wound up or to have a receiver appointed over all or any part of its assets or undertaking;
(d) the Purchaser or its permitted assignee will on Closing be a GST registrant under the Excise Tax Act (Canada) and will provide its registration number or the registration number of its permitted assignee to the Vendor on or before the Closing Date;
) notify Purchaser in writing of the existence of such matter. Except in the event that such matter has been created by or under the control of Seller or is due to any act or omission of Seller, Purchaser must, within five (e5) no approval business days after Purchaser’s receipt of Seller’s notice either (i) accept such modified representation, warranty or consent of any Governmental Authority is required in connection covenant as Seller may then give consistent with the execution facts and delivery circumstances set out in Seller’s notice and close the purchase of the Property under this Agreement, waiving Purchaser’s rights to object to any matters which are not covered by such modified representation, warranty or covenant; or (ii) terminate this Agreement, as Seller’s sole and exclusive remedy (except, however, that Purchaser will not be entitled to terminate this Agreement by due to any pending or threatened condemnation unless the condemnation would otherwise give rise to right of termination in Section 20 below, and Purchaser will not be entitled to terminate this Agreement due to any legal action, lawsuit or other legal or administrative proceeding pending or threatened against the Property or Seller if such action, lawsuit or proceeding will not in any way be binding on or affect the Property or Purchaser, or if such action, lawsuit or proceeding does not give rise to a substantial risk of financial losses in excess of $100,000.00, does not prevent Buyer’s Project or cause substantial risk of significant delay to the commencement of Buyer’s Project beyond November 1, 2010, and the consummation Seller has agreed to fully indemnify Purchaser from any such action, lawsuit or proceeding). Seller hereby agrees that each of the transactions contemplated by this Agreement by the Purchaser; and
(f) neither the Purchaser nor its permitted assignee is/will be a non-Canadian for the purposes of the Investment Canada Act (Canada). The foregoing representations and warranties contained in Sections 2.6 shall be deemed restated by Seller effective as of Closing, and 2.7 shall survive Closing hereunder for a period of six two (62) monthsyears. The representations In the event that any representation or warranty was or is incorrect or breached, and warranties contained is not rectified or corrected by Seller under the procedure outlined above (if applicable), then Purchaser may, at Purchaser’s option, and as Purchaser’s sole and exclusive remedy (all other remedies being hereby waived by Purchaser), either: (i) recover from Seller any actual damages of Purchaser arising therefrom; or (ii) Purchaser may terminate this Agreement and all ▇▇▇▇▇▇▇ Money (including Nonrefundable ▇▇▇▇▇▇▇ Money) and Extension Fees shall be returned to Purchaser. All references in this Section 10 or elsewhere in this Agreement will cease to have effect 6 months following “Seller’s knowledge” and words of similar import shall refer to facts within the Closing Date except current actual knowledge of ▇▇▇▇▇ ▇. ▇▇▇ (but nothing in this Section 10 or the remainder of this Agreement shall imply or impose any personal liability on the part of ▇▇▇▇▇ ▇. ▇▇▇). Seller warrants and represents (without any limitation to such warranty and representation) that ▇▇▇▇▇ ▇. ▇▇▇ is the individual within Seller’s organization that has the greatest personal knowledge of the condition of the Property and of the matters set forth in this Section 10. Purchaser agrees and acknowledges that, notwithstanding any provision in this Agreement to the extent that written contrary, Seller will not be in default under this Section 10 until and unless Purchaser affords to Seller notice and opportunity to cure under the provisions set out in Section 21(a) of a claim has been made thereunder prior this Agreement and Seller fails, during the applicable cure period, to that dateremedy or remove the conditions giving rise to the applicable breach of representation or warranty under this Agreement.
Appears in 1 contract
Purchaser’s Representations. The In connection with the subscription evidenced hereby, the Purchaser hereby represents and warrants to the Vendor thatCompany that it:
(a) it is a has full power and authority to buy the common stock on the terms set forth herein. This Agreement has been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery hereof by the Company, constitutes the legal, valid and subsisting corporation under and governed by binding obligation of the laws of Ontario and has the necessary authority, power and capacity to enter into this Agreement and carry out the transactions contemplated hereinPurchaser enforceable in accordance with its terms;
(b) this Agreement and is acquiring the common stock solely for its obligations hereunder and the documents and transactions contemplated herein shall have been authorized by all requisite proceedings and shall constitute legalown account, valid and binding obligations of the Purchaserfor investment, and not with a view to any subsequent "distribution" thereof within the completion meaning of the transaction contemplated by this Agreement will not result that term as defined in the violation of any of the terms and provisions of the constating documents or by-laws of the PurchaserSecurities Act;
(c) has been given the Purchaser is not insolvent opportunity to review all of the files and has not proposed a compromise or arrangement business records of the Company including the articles of incorporation, by-laws, documents defining the rights of security holders, material contracts, and financial statements and to its creditors generallyask questions of and receive answers from the officers, or had any petition for a receiving order in bankruptcy filed against it or taken any proceeding directors, attorneys and accountants of the Company with respect to a compromise or arrangement or the Common Stock, the business of the Company and any other matters which he considered to be material and all such questions have itself declared bankrupt, insolvent or wound up or been answered to have a receiver appointed over all or any part of its assets or undertakingfull satisfaction;
(d) is purchasing the Purchaser Common Stock without being furnished any offering literature or its permitted assignee will on Closing be a GST registrant under the Excise Tax Act (Canada) prospectus and will provide its registration number has not been presented with or the registration number solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of its permitted assignee to the Vendor on or before the Closing Dategeneral advertising;
(e) no approval or consent of any Governmental Authority is required in connection with has been advised that the execution and delivery Common Stock issuable under the terms of this Agreement by letter agreement has not been registered under the Purchaser and the consummation of the transactions contemplated by this Agreement by the Purchaser; andAct;
(f) neither is either an "Accredited Investor" as that term is defined in Securities and Exchange Commission Regulation D, promulgated under the Purchaser nor its permitted assignee is/will be Securities Act of 1933, as amended, or a non-Canadian for accredited investor who has demonstrated his financial sophistication and suitability to the purposes satisfaction of the Investment Canada Act Company, has sufficient financial and other resources to provide for his anticipated financial needs and has no need for liquidity with respect to his investment in the Common Stock;
(Canada). The representations g) has total investments in illiquid investments that are reasonable in relation to his net worth and warranties contained can afford the total loss of his investment in Sections 2.6 the Common Stock;
(h) understands that pending the completion of the reclassification and 2.7 shall survive Closing for a period of six reverse split described in the Company's Schedule 14C Information statement dated February 10, 2003, such shares will be held in uncertificated form and the Company's transfer agent will act as the duly authorized registrar with respect to such shares.
(6i) months. The representations and warranties contained in this Agreement understands that the Company will cease issue stop transfer instructions to have effect 6 months following the Closing Date except his transfer agent with respect to the extent that written notice Common Stock and intends to place the following restrictive legend, or a legend similar thereto, on each certificate representing such securities: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A TRANSACTION EFFECTED IN RELIANCE UPON SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") AND HAVE NOT BEEN THE SUBJECT OF A REGISTRATION STATEMENT UNDER THE ACT OR ANY STATE SECURITIES ACT. THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR APPLICABLE EXEMPTION THEREFROM UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES ACT."
(j) will not assign, sell, transfer, convey or hypothecate any interest in the Common Stock to any person, unless in the opinion of a claim has been made thereunder prior counsel reasonably satisfactory to that date.the Company the proposed transfer may be lawfully effected pursuant to Section 4(1) of the Act or under the applicable provisions of Securities and Exchange Commission Rule 144;
Appears in 1 contract
Sources: Purchase and Sale Agreement (Enchanted Village Inc)
Purchaser’s Representations. The Each Purchaser hereby represents and warrants to the Vendor thatCompany as follows:
(ai) it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a valid public distribution in violation of the federal securities laws or any applicable state securities laws. Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on May __, 1999, and subsisting corporation have not been registered under the Securities Act of 1933, as amended or the securities laws of any state. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of May __, 1999 and governed as amended and modified from time to time, between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge."
(ii) it is, if an entity, an entity duly organized, validly existing and in good standing under the laws of Ontario the jurisdiction of its organization and is qualified to do business in every jurisdiction in which its lease or ownership of property or conduct of business requires it to so qualify, except where the failure to so qualify has not had and would not reasonably be expected to have a material adverse effect on the necessary authorityfinancial condition, operating results, assets, operations or business prospects of such Purchaser or on such Purchaser's ability to perform its obligations hereunder (a "Purchaser Material Adverse Effect"). It possesses all requisite power and capacity authority (corporate or otherwise) and all material licenses, permits and authorizations necessary to enter into this Agreement own and operate its properties, to carry on its businesses as now conducted and to carry out the transactions contemplated herein;by this Agreement, except for such licenses, permits and authorizations as the failure to possess would not reasonably be expected to have a Purchaser Material Adverse Effect.
(biii) The execution, delivery and performance of this Agreement have been duly authorized by such Purchaser. This Agreement constitutes a valid and binding obligation of such Purchaser, enforceable in accordance with its obligations terms. The execution and delivery by such Purchaser of this Agreement, the purchase of the Preferred Stock hereunder and the documents fulfillment of and transactions contemplated herein shall have been authorized compliance with the terms hereof by all requisite proceedings and shall constitute legal, valid and binding obligations of the such Purchaser, do not and the completion of the transaction contemplated by this Agreement will would not (i) conflict with or result in the violation breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon such Purchaser's securities or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) other than pursuant to applicable securities laws, rules and regulations, require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the organization documents of the terms and provisions of the constating documents such Purchaser, or by-laws of the Purchaser;any law, statute, rule or regulation to which such Purchaser is subject, or any agreement, instrument, order, judgment or decree to which such Purchaser is subject.
(civ) the Such Purchaser is not insolvent and has not proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order an "accredited investor" as defined in bankruptcy filed against it or taken any proceeding with respect to a compromise or arrangement or to have itself declared bankrupt, insolvent or wound up or to have a receiver appointed over all or any part of its assets or undertaking;
(d) the Purchaser or its permitted assignee will on Closing be a GST registrant Regulation D promulgated under the Excise Tax Act (Canada) and will provide its registration number or the registration number of its permitted assignee to the Vendor on or before the Closing Date;
(e) no approval or consent of any Governmental Authority is required in connection with the execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated by this Agreement by the Purchaser; and
(f) neither the Purchaser nor its permitted assignee is/will be a non-Canadian for the purposes of the Investment Canada Act (Canada). The representations and warranties contained in Sections 2.6 and 2.7 shall survive Closing for a period of six (6) months. The representations and warranties contained in this Agreement will cease to have effect 6 months following the Closing Date except to the extent that written notice of a claim has been made thereunder prior to that dateSecurities Act.
Appears in 1 contract
Sources: Purchase Agreement (Digital Entertainment Network Inc)
Purchaser’s Representations. The Purchaser hereby represents and warrants to and in favour of the Vendor thatthat as of the date of this Agreement (unless otherwise specified) and as of the Closing Date:
(a) it the Purchaser is (or if an affiliate of the Purchaser will be taking title to the Subject Assets at Closing, such affiliate will be at Closing) a valid and subsisting corporation under existing and governed by the laws of the Province of Ontario and has has, or will have, as the case may be, the necessary corporate authority, power and capacity to own the Subject Assets and to enter into this Agreement and carry out the documents and transactions contemplated hereinherein and to complete the Transaction and perform its obligations under the documents and transactions contemplated herein on the terms and conditions herein contained;
(b) the agreement of purchase and sale constituted on the execution and delivery of this Agreement and its the obligations of the Purchaser hereunder and the documents and transactions contemplated herein shall have been duly and validly authorized by all requisite corporate proceedings of the Purchaser and shall constitute (and will constitute at Closing), legal, valid and binding obligations of the Purchaser, Purchaser enforceable against the Purchaser in accordance with its and their terms; and neither the entering into nor delivery of this Agreement nor the completion by the Purchaser of the transaction contemplated by this Agreement Transaction will not result in the violation of conflict with or constitute a default under any of the terms Applicable Laws; and provisions of the constating documents or by-laws of the Purchaser;
(c) the Purchaser is not insolvent and has not proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order in bankruptcy filed against it or taken any proceeding with respect to a compromise or arrangement or to have itself declared bankrupt, insolvent or wound up or to have a receiver appointed over all or any part of its assets or undertaking;
(d) the Purchaser or its permitted assignee will on Closing be a GST registrant under the Excise Tax Act (Canada) and will provide its registration number or the registration number of its permitted assignee to the Vendor on or before the Closing Date;
(e) no approval or consent of any Governmental Authority is required in connection with the execution and delivery of this Agreement by the Purchaser and the consummation completion of the transactions contemplated by this Agreement Transaction by the Purchaser; and;
(fc) neither the Purchaser nor its permitted assignee is/is duly registered, and if an affiliate of the Purchaser will be taking title to the Subject Assets at Closing, such affiliate will be duly registered, in virtue of Subsection (d) of Section V of Part IX of the Excise Tax Act (Canada), and in consequence, in virtue of paragraph 221(2)(b) of such law, the Vendor is not obliged to collect the tax known as the goods and services tax from the Purchaser or such affiliate, as the case may be;
(d) the Purchaser is purchasing, or if an affiliate of the Purchaser will be taking title to the Subject Assets at Closing, such affiliate will be purchasing, the Subject Assets as principal for its own account and same are not being purchased by the Purchaser, or such affiliate, as the case may be, as an agent, trustee or otherwise on behalf of or for another Person;
(e) the Purchaser is not a non-Canadian for within the purposes meaning of the Investment Canada Act (Canada). The representations and warranties contained ; and
(f) the Purchaser has not retained the services of any real estate broker or agent in Sections 2.6 and 2.7 shall survive Closing for a period of six (6) months. The representations and warranties contained in connection with the transactions contemplated by this Agreement will cease to have effect 6 months following the Closing Date except to the extent that written notice of a claim has been made thereunder prior to that dateAgreement.
Appears in 1 contract