REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUB. Acquisition Sub hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUB. Acquisition Sub hereby represents and warrants to the Stockholders as follows: Acquisition Sub has all requisite corporate power and authority to execute this Agreement, the Merger Agreement and to consummate the transactions contemplated hereby and thereby. Parent has all requisite corporate power and authority to execute the Guaranties and to consummate the transactions contemplated thereby and by each of the Merger Agreement and this Agreement. The execution and delivery by Parent of the Guaranties and by Acquisition Sub of this Agreement, the Merger Agreement and the consummation of the transactions contemplated thereby and hereby have been duly authorized by all necessary action on the part of Parent and Acquisition Sub, respectively. Parent has duly executed and delivered the Guaranties and Acquisition Sub has duly executed and delivered this Agreement and the Merger Agreement, respectively. The Guaranties, this Agreement and the Merger Agreement constitute the legal, valid and binding obligation of Parent and of Acquisition Sub, in each case enforceable against Parent and Acquisition Sub, respectively, in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The execution and delivery by Parent of the Guaranties and by Acquisition Sub of this Agreement, and the Merger Agreement do not, and the consummation of the transactions contemplated thereby and hereby and compliance with the terms thereof and hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of either Parent or Acquisition Sub under, any provision of any Contract to which Parent or Acquisition Sub is a party or by which any properties or assets of Parent or Acquisition Sub are bound or, any provision of any Judgment or applicable Law applicable to Parent or Acquisition Sub or the properties or assets of Parent or Acquisition Sub. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent or Acquisition Sub in connection with the execution...
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUB. 29 4.1 Organization and Corporate Power............................. 29 4.2
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUB. SECTION 4.01. Corporate Organization................... 35 SECTION 4.02. Authorization............................ 35 SECTION 4.03. Absence of Conflicts; Consents........... 36 SECTION 4.04. Litigation............................... 37 SECTION 4.05. Capitalization........................... 37 SECTION 4.06.
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUB. Acquisition Sub hereby represents and warrants to the Shareholder as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUB. Acquisition Sub represents and warrants to Black Diamond as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUB. AND PARENT 44
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUB. Acquisition Sub represents and warrants to Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUB. Acquisition Sub represents and warrants to the Stockholder that Acquisition Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Acquisition Sub has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Acquisition Sub's Board of Directors and (except as otherwise set forth in the Merger Agreement) no other corporate proceedings on the part of Acquisition Sub are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Acquisition Sub and is a legal, valid and binding obligation of Acquisition Sub, enforceable against Acquisition Sub in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUB. ORGANIZATION AND CORPORATE POWER. 4.2 AUTHORIZATION AND NO CONTRAVENTION. 4.3 CAPITALIZATION.
