Representation and Warranty of Parent. Parent represents and warrants to Stockholder that it shall make available adequate current public information as required by Rule 144(c) promulgated by the SEC under the Act.
Representation and Warranty of Parent. Parent hereby represents ------------------------------------- and warrants to each Stockholder that it has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by Parent and constitutes the valid and binding obligation of Parent enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity. Neither the execution and delivery by Parent of this Agreement nor the consummation by Parent of the transactions contemplated hereby will: (a) violate or conflict in any material - respect with, result in a breach of any material provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the vesting, triggering or acceleration of any payment or other obligations pursuant to, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which Parent is a party, by which it or any of its properties are bound, or under which it or any of its properties are entitled to a benefit; (b) other than the filings required under the HSR Act or - any Exchange Act filings, require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity; or (c) - violate in any material respect any laws applicable to Parent.
Representation and Warranty of Parent. Parent hereby represents and warrants to the Employee as follows:
Representation and Warranty of Parent. Parent represents, warrants and covenants that to its Knowledge all of the representations and warranties provided by Company in this Section 3 are true and correct and there is no fact, circumstance, occurrence or omission which would, with or without the passage of time, with or without notice, make any such statement untrue.
Representation and Warranty of Parent. Paragraph (d) of Section 3.2 of the Merger Agreement is hereby deleted and replaced in its entirety by the following:
Representation and Warranty of Parent. Parent represents and warrants, as of the Effective Date, as follows:
Representation and Warranty of Parent. Parent hereby represents and warrants to and in favour of Xxxxx and Numco 1 and acknowledges that Xxxxx and Numco 1 are relying upon such representation and warranty, that Parent is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against Parent in accordance with its terms.
Representation and Warranty of Parent. Parent represents and warrants to Representative and the Management Investors the following: (a) Parent has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, (b) this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against it in accordance with its terms, except to the extent that such enforceability may be affected by: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (c) the execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of Parent.
Representation and Warranty of Parent. As of the Closing Date, Ceradyne represents and warrants that, after giving effect to the Transaction, it and each of its Subsidiaries (including the Target) will be in compliance with all operating and financial covenants as of the last day of each fiscal quarter ending prior to the Termination Date and will be able to comply with all of the other terms of this Agreement through the Termination Date.
Representation and Warranty of Parent. Parent hereby represents and warrants to the Consultant as follows:
