REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer hereby represents and warrant as follows:
REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer hereby represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents, warrants and covenants to Seller as follows:
REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants to the Seller, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES BY BUYER. As of the date hereof and as of the date of the Closing, Buyer represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants as of the Effective Date and during the Term of this Agreement, that:
(a) It is a corporation duly organized, validly existing and in good standing under the laws of its incorporating jurisdiction.
(b) The execution and delivery of this Agreement by Buyer and the consummation of the transactions contemplated thereby have been duly authorized by all necessary board, or other action on behalf of the Buyer, and the Buyer is not subject to any charter, bylaw, lien or encumbrance, agreement, instrument, order or decree of any court or governmental body which would prevent the consummation of the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Buyer does not and will not violate any material statute, ordinance or governmental rule or regulation applicable to Buyer, or result in a breach or constitute a default under any indenture or agreement to which it is a Party or by which it or its property may be bound. This Agreement has been duly executed and delivered by Buyer, and this Agreement does, and such documents and instruments executed as the result thereof shall, constitute legal, valid and binding obligations of Buyer enforceable in accordance with their terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors, as well as to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) Buyer has not employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement nor has it taken any action which would give rise to a valid claim against Seller for a brokerage commission, finder’s fee or other like payment.
(d) No consent, approval, permit, order, license or authorization of any governmental body, regulatory agency or the voting public is required in connection with the execution, delivery and performance of this Agreement by Buyer, other than those that have already been obtained by Buyer.
(e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the knowledge of Buyer, threatened against or affecting Buyer contesting or affecting as to Buyer the execution, delivery, validity or enforceability of this Agreement.
(f) To t...
REPRESENTATIONS AND WARRANTIES BY BUYER. (a) Buyer hereby represents and warrants: (i) that it is a corporation duly organized, existing and in good standing under the laws of the State of Delaware; (ii) that its authorized preferred stock consists of _________ preferred shares and its authorized common stock consists of __________ common shares; (iii) that the execution of this agreement by Buyer has been duly and effectively authorized by all requisite corporate action; (iv) that the shares of Buyer's common stock to be delivered to Seller, pursuant to this agreement, will, when so delivered, be validly issued and outstanding, fully paid and nonassessable; (v) that there has been no material change in the condition, financial or otherwise, of Buyer, as shown on its December 31, 1997 balance sheet heretofore submitted to Seller, except changes either in the regular course of business or changes not materially adverse; and (vi) that Newco will not on or prior to the closing have contracted any liabilities except those incident to its organization and qualification and the acquisition re ferred to in paragraphs (b) and (c) of Section 1.
(b) Buyer further represents that Newco is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, has corporate power to carry on the business of Seller as it is being conducted, and will be duly qualified to do business in and be in good standing in the States of ________________ ____________. The execution of documents, delivery, and performance by Newco, contemplated by this agreement, shall have been duly authorized and approved by all requisite action of Newco's Board of Directors, and all such documents shall have been executed and delivered by Newco and shall constitute the valid and binding obligation of Newco in accordance with their terms; and all other action and proceedings required by law or contemplated by this Agreement to be taken by Newco, at or prior to the closing, in connection with this agreement and the transactions provided for herein have been duly and validly taken. (Buyer undertakes to take all appropriate action available to it to meet the conditions of this paragraph (j) and its failure to do so shall be deemed a cause within its control within the meaning of Section
REPRESENTATIONS AND WARRANTIES BY BUYER. (a) Buyer represent and warrant that as of the date hereof:
REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants to Seller as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer makes the following representations and warranties, each of which shall be true and correct as of the Effective Date and the Closing Date:
