REPRESENTATIONS AND WARRANTIES OF ACQUISITION. Acquisition represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION. Acquisition represents and warrants to the Company as follows:
(a) Acquisition is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) Acquisition has all corporate power and authority necessary to enable it to enter into this Agreement and carry out the transactions contemplated by this Agreement. All corporate actions necessary to authorize Acquisition to enter into this Agreement and carry out the transactions contemplated by it have been taken. This Agreement has been duly executed by Acquisition and is a valid and binding agreement of Acquisition, enforceable against Acquisition in accordance with its terms.
(c) Neither the execution or delivery of this Agreement or of any document to be delivered in accordance with this Agreement nor the consummation of the transactions contemplated by this Agreement or by any document to be delivered in accordance with this
REPRESENTATIONS AND WARRANTIES OF ACQUISITION. Acquisition represents and warrants to the Company that now and/or as of the Closing:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION. Acquisition represents and warrants to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION. Acquisition represents and warrants to Holdings and the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION. Acquisition makes the following representations and warranties to the Shareholders:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION. The Acquisition represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION. Acquisition --------------------------------------------- represents and warrants to the Stockholders that:
(a) It has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement; and
(b) The execution, delivery and performance of this Agreement by it and all transactions contemplated hereby have been duly authorized by all necessary corporate action on its part, and this Agreement constitutes the legal, valid and binding contract of Acquisition enforceable against it in accordance with its terms. The representations and warranties contained herein shall be made as of the date hereof and as of the Closing of the Merger.
REPRESENTATIONS AND WARRANTIES OF ACQUISITION. 22 4.1 Corporate Existence and Power..........................22 4.2 Corporate Authorization................................22 4.3
REPRESENTATIONS AND WARRANTIES OF ACQUISITION. Acquisition represents and warrants to the Company that:
4.1 Corporate Existence and Power. Acquisition is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Acquisition has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its businesses as now conducted, except for such licenses, authorizations, consents and approvals the failure of which to obtain would not, individually or in the aggregate, have a material adverse effect on the business, assets, operations or financial condition of Acquisition or upon the ability of Acquisition to consummate the transactions contemplated by this Agreement or perform its obligations hereunder (an "Acquisition Material Adverse Effect"). Since the date of its incorporation, Acquisition has not engaged in any activities other than in connection with or as contemplated by this Agreement or in connection with arranging any financing required to consummate the transactions contemplated hereby.
