Representations and Warranties of ACC. ACC hereby represents and warrants to Owner that based on the actual knowledge of the representatives of ACC who were substantively engaged in the transactions contemplated by this Agreement, and after due inquiry and investigation, the following representations are true in all material respects:
Representations and Warranties of ACC. Except as set forth in the Disclosure Schedule which identifies exceptions by specific section references delivered by ACC to the Company prior to the execution of this Agreement (the ''ACC Disclosure Schedule''), ACC hereby represents and warrants to the Company as follows:
Representations and Warranties of ACC. ACC hereby represents, warrants, covenants to and agrees with Consultant that: a. This Agreement has been duly authorized, and executed by ACC. This Agreement constitutes the valid, legal and binding obligation of ACC, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by applicable federal or state securities laws, except in each case as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditor's rights generally. b. There is not now pending or, to the knowledge of ACC, threatened, any action, suit or proceeding to which ACC is a party before or by any court or governmental agency or body which might result in a material adverse change in the financial condition of ACC. The performance of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms or conditions of, or constitute a default under, any statute, indenture, mortgage or other material Agreement or instrument to which ACC is a party, or violate any order, applicable to ACC, or governmental agency having jurisdiction over ACC or over any of its property. c. The parties hereto agree that ACC shall be responsible for any and all costs and expenses reasonably incurred by Consultant in performing his duties hereunder, including but not limited to legal fees, printing costs, fees paid to third-party professionals, etc. No expense to be reimbursed by ACC shall be incurred by Consultant without the prior written approval of ACC. 6.
Representations and Warranties of ACC. To induce the Shareholders to enter into this Agreement and to consummate the transactions contemplated hereby, ACC represents and warrants, as of the date hereof and as of the Closing, as follows:
Representations and Warranties of ACC. ACC represents and warrants to, and agrees with, each of the Underwriters that:
Representations and Warranties of ACC. 7 Section 4.1. Incorporation; Authorization; etc 7 Section 4.2. Consents and Approvals 7 Section 4.3. Brokers, Finders, etc 7 Section 4.4. Representations and Warranties in the Purchase
Representations and Warranties of ACC. ACC represents and warrants to Grantor as follows:
Representations and Warranties of ACC. ACC represents and warrants to Purchaser as follows and acknowledges that Purchaser is relying upon such representations and warranties in connection with the transactions contemplated in this Share Exchange Agreement:
Representations and Warranties of ACC. ACC makes the following ----------------------------------------- representations and warranties as of the date hereof and as of each Receivables Transfer Date, as the case may be, on which Purchaser relies in purchasing or acquiring as a contribution the Receivables and the Other Conveyed Property. Such representations are made as of the execution and delivery of this Agreement and as of the execution and delivery by ACC of any Supplement, but shall survive the sale or contribution, transfer and assignment of the Receivables and the Other Conveyed Property hereunder and under any Supplement, and the sale or contribution, transfer and assignment thereof by Purchaser to the Collateral Agent under the Receivables Financing Agreement and the Security and Collateral Agent Agreement. ACC and Purchaser agree that Purchaser will assign to Collateral Agent all Purchaser's rights under this Agreement and that the Collateral Agent will thereafter be entitled to enforce this Agreement against ACC in the Collateral Agent's own name on behalf of the Secured Parties.
Representations and Warranties of ACC. ACC hereby ------------------------------------- represents and warrant to the Purchaser as of the Receivables Transfer Date that:
