REPRESENTATIONS AND WARRANTIES OF ABS. Except as set forth in the Schedule of Exceptions attached hereto as EXHIBIT - SECTION 2 (SCHEDULE OF EXCEPTIONS), ABS hereby represents, warrants, and covenants to Abbott that:
REPRESENTATIONS AND WARRANTIES OF ABS. ABS represents and warrants to the Underwriter that:
(a) The execution and delivery of the Underwriting Agreement, the Notes and each of the Transaction Agreements, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated hereunder and thereunder have been duly authorized by the board of directors of ABS and all other necessary action has been taken.
(b) The Underwriting Agreement has been duly authorized and validly executed and delivered by ABS.
(c) Each of the Transaction Agreements will be executed and delivered by ABS on or before the Closing Date, and when executed and delivered by the other parties thereto, will constitute a valid and binding agreement of ABS, enforceable against ABS in accordance with their terms, except to the extent that (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership or other similar laws now or hereafter in effect affecting the enforcement of creditors' or other obligees' rights in general, (ii)
REPRESENTATIONS AND WARRANTIES OF ABS. 29 4.1. Corporate Organization and Standing......................................................... 29 4.2. Authorization............................................................................... 29 4.3. No Conflict or Violation.................................................................... 29
REPRESENTATIONS AND WARRANTIES OF ABS. ABS represents and warrants to the Companies and the Existing Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF ABS. ABS represents and warrants to each Underwriter that:
(a) The execution and delivery of the Underwriting Agreement, the Notes and each of the Transaction Agreements, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated hereunder and thereunder have been duly authorized by the board of directors of ABS and all other necessary action has been taken.
(b) The Underwriting Agreement has been duly authorized and validly executed and delivered by ABS.
(c) Each of the Transaction Agreements will be executed and delivered by ABS on or before the Closing Date, and when executed and delivered by the other parties thereto, will constitute a valid and binding agreement of ABS, enforceable against ABS in accordance with their terms, except to the extent that (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership or other similar laws now or hereafter in effect affecting the enforcement of creditors' or other obligees' rights in general, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (iii) certain remedial provisions of the Indenture may be unenforceable in whole or in part under the UCC, but the inclusion of such provisions does not render the other provisions of the Indenture invalid and, notwithstanding that such provisions may be unenforceable in whole or in part, the Trustee, on behalf of the Noteholders, will be able to enforce the remedies of a secured party under the UCC.
(d) The representations and warranties made by ABS in the Transaction Agreements and made in any Officer's Certificate of ABS delivered pursuant to the Transaction Agreements will be true and correct at the time made and on and as of the Closing Date as if set forth herein.
(e) ABS possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Prospectus, and has not received notice of any proceedings relating to the revocation or modification of any such license, certificate, authority or permit that if decided adversely to ABS would, singly or in the aggregate, materially and adversely affect the conduct of their business, operat...
REPRESENTATIONS AND WARRANTIES OF ABS. ABS represents and warrants to, and agrees with, the Underwriters that:
(a) ABS has all requisite corporate power, authority and legal right to own its property and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement, the Class B Underwriting Agreement, the Notes and each of the [list of additional deal documents]([ ], together, the "Transaction Documents").
REPRESENTATIONS AND WARRANTIES OF ABS. ABS represents and warrants to Pfizer as follows:
REPRESENTATIONS AND WARRANTIES OF ABS. ABS represents and warrants to BCH and Westech as follows, and acknowledges that BCH and Westech are relying upon such representations and warranties in entering into this Agreement and in completing the Transaction:
REPRESENTATIONS AND WARRANTIES OF ABS. ABS hereby makes the following representations and warranties for the benefit of the Related Obligors, the Trustee and the related Series Secured Parties. Such representations and warranties speak as of the related Contribution Date, unless otherwise indicated, but shall survive each contribution, assignment, transfer and conveyance of the Conveyed Assets to the Related Obligors and their successors and assigns.
(a) As to the Conveyed Assets, those representations and warranties set forth in, or referenced in, Section 3 of the related Contribution Agreement Supplement.
REPRESENTATIONS AND WARRANTIES OF ABS. ABS makes the following representations and warranties with respect to this Agreement and ABS's Technology:
