11.
REPRESENTATIONS, WARRANTIES AND COVENANTS
11.1
EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT:
11.1.1
SUCH PARTY HAS THE FULL CORPORATE RIGHT, POWER AND AUTHORITY TO
ENTER INTO THIS AGREEMENT, AND TO PERFORM THE ACTS REQUIRED OF IT HEREUNDER;
11.1.2
THE EXECUTION OF THIS AGREEMENT BY SUCH PARTY, AND THE PERFORMANCE
BY SUCH PARTY OF ITS OBLIGATIONS AND DUTIES HEREUNDER, DO NOT AND WILL NOT
VIOLATE ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT TO WHICH SUCH PARTY IS A
PARTY OR BY WHICH IT IS OTHERWISE BOUND;
11.1.3
WHEN EXECUTED AND DELIVERED BY SUCH PARTY, THIS AGREEMENT WILL
CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY, ENFORCEABLE
AGAINST SUCH PARTY IN ACCORDANCE WITH ITS TERMS AND ALL NECESSARY CORPORATE
ACTION HAS BEEN TAKEN TO EFFECT THE SAME;
11.1.4
THERE ARE NO PENDING OR THREATENED CLAIMS, PROCEEDINGS OR SUITS
AGAINST SUCH PARTY WHICH, IF ADVERSELY DETERMINED, WOULD HAVE A MATERIAL ADVERSE
EFFECT ON THE OTHER PARTY'S ABILITY TO CARRY OUT ITS OBLIGATIONS OR TO GRANT ITS
RIGHTS UNDER THE AGREEMENT;
11.1.5
IT IS NOT RELYING ON NOR DOES IT MAKE ANY REPRESENTATIONS,
WARRANTIES OR AGREEMENTS RELATING TO THE SUBJECT MATTER HEREOF NOT EXPRESSLY
PROVIDED FOR IN THIS AGREEMENT;
11.1.6
IT POSSESS ALL AUTHORIZATIONS, APPROVALS, CONSENTS, LICENSES,
PERMITS, CERTIFICATES OR OTHER RIGHTS AND PERMISSIONS NECESSARY TO EFFECT THE
ASSIGNMENT HEREUNDER INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO SECURITIES
MATTERS, IF APPLICABLE; AND BLOCKADE HAS OBTAINED ALL NECESSARY SHAREHOLDER
APPROVAL IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, BLOCKADE WILL
PROVIDE A CERTIFIED RESOLUTION OF THE BOARD OF DIRECTORS AUTHORIZING THIS
TRANSACTION.
11.1.7
ITS EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE BY
IT OF ITS OBLIGATIONS HEREUNDER WILL NOT CONTRAVENE, BREACH OR RESULT IN ANY
DEFAULT UNDER ANY LEGAL REQUIREMENT.
11.1.8
OTHER THAN RESPECT TO FEES PAYABLE BY BLOCKADE TO CONVERGE CAPITAL,
NEITHER PARTY HAS ANY LIABILITY OR OBLIGATION TO PAY ANY FEES OR COMMISSIONS TO
ANY BROKER, FINDER, OR AGENT WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT FOR WHICH THEY COULD BECOME LIABLE OR OBLIGATED.
11.2
BLOCKADE FURTHER REPRESENTS AND WARRANTS AND COVENANTS TO PROGINET
THAT,11.2. 0.1 EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES LISTED
BELOW, ALL ASSETS BEING TRANSFERRED TO PROGINET UNDER THIS AGREEMENT ARE BEING
TRANSFERRED ON AN AS-IS, WHERE-IS BASIS. ALL OF THE ASSETS BEING TRANSFERRED TO
PROGINET PURSUANT TO THIS AGREEMENT ARE LOCATED IN THE PROVINCE OF ONTARIO,
CANADA.
BLOCKADE HAS GOOD AND MARKETABLE TITLE TO, OR A VALID LEASEHOLD
INTEREST IN, OR OTHERWISE HAVE THE RIGHT TO USE, THE PROPERTIES AND ASSETS USED
BY IT, FREE AND CLEAR OF ALL LIENS.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, BLOCKADE HAS GOOD AND MARKETABLE TITLE TO ALL OF THE ASSETS ACQUIRED
HEREUNDER, FREE AND CLEAR OF ANY LIENS OR RESTRICTION ON TRANSFER, EXCEPT FOR
ASSETS LISTED IN SCHEDULE 3.1.6.
BLOCKADE IS NOT IN DEFAULT OF ANY OF ITS
CURRENT LEASE OBLIGATIONS AND WILL CONTINUE TO MEET ALL SUCH LEASE OBLIGATIONS.
11.2.1
SCHEDULE 11.2.1 CONTAINS A COMPLETE AND CORRECT LIST OF ALL
INTELLECTUAL