Representations and Warranties of Acquired Corporation. DALCOM (unless otherwise noted) hereby warrants and represents to MEGALITH the following: ORGANIZATION AND STANDING OF ACQUIRED CORPORATION
3.01 DALCOM is a corporation duly organized, validly existing, and in good standing under the laws of State of Texas, with corporate power to own property and carry on its business as it is now being conducted. Copies of the articles of incorporation of DALCOM, that have been certified by the Secretary of The Company and delivered to the Acquirer, are complete and accurate as of the date of this Agreement. DALCOM, to the best of its knowledge, is qualified to transact business in State of Texas and is in good standing in all jurisdictions in which its principal properties are located or is not required to be qualified as a foreign corporation to transact business in any other jurisdiction. AUTHORIZATION OF TRANSACTION
3.02 Seller warrants and represents that she has full power and authority to execute and deliver this Agreement and to perform her obligations hereunder. DALCOM warrants and represents that the Board of Directors of the Acquired Corporation have duly authorized the execution, delivery and performance of this Agreement. This Agreement constitutes the valid and legally binding obligation with its terms and conditions, except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, fraudulent transfer, or other similar laws relating to the enforcement of creditors rights and by general principles of equity, regardless of whether considered on a proceeding at law or in equity. NON CONTRAVENTION
3.03 Neither the execution and the delivery of this Agreement, nor the consummation by Seller of the transactions contemplated hereby will:
(i) to the best of its knowledge, violate in any material respect, any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge or other restriction of any government, governmental agency or court to which Seller or the Acquired Corporation is subject or any provision of the Articles of Incorporation or bylaws of the Acquired Corporation; or
(ii) conflict with, result in a breach of; constitute a default under, result in the acceleration of; create in any part by the right to accelerate, terminate, modify or cancel or require any notice under any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, or oth...
Representations and Warranties of Acquired Corporation. Acquired Corporation represents and warrants to the Company that, except as set forth in the written disclosure schedule prepared by Acquired Corporation which is dated as of the date of this Agreement and arranged in sections corresponding to the numbered and lettered sections contained in this Article IV and was previously delivered to the Company in connection herewith (the “Acquired Corporation Disclosure Schedule”) (disclosure in any section of the Acquired Corporation Disclosure Schedule qualifying the corresponding section in this Article IV and other sections of this Article IV to the extent such disclosure reasonably appears to be applicable to such sections):
Representations and Warranties of Acquired Corporation
