Representations and Warranties of AGI. AGI represents and warrants to each Transferor that the statements and understandings contained in this §3(b) are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date, except as set forth on Annex II attached hereto.
Representations and Warranties of AGI. As an inducement to the other parties hereto to enter into this Agreement and to consummate the Merger, AGI and Shareholder represent and warrant to LVGI and LVMS, which representations and warranties will be true and correct at Closing, as follows:
Representations and Warranties of AGI. All representations and warranties made by AGI in this Agreement shall be true and correct on and as of the Closing Date as if again made by AGI on and as of such date.
Representations and Warranties of AGI. Unless specifically stated otherwise, the AGI represents and warrants that the following are true and correct as of the date hereof and will be true and correct through the Closing Date as if made on that date:
Representations and Warranties of AGI. As an inducement to YHI and Yabbly to enter into this Agreement and to consummate the transactions contemplated hereby, AGI represents and warrants to YHI and Yabbly as follows:
Representations and Warranties of AGI. AGI represents ------------------------------------- and warrants that:
Representations and Warranties of AGI. AGI hereby represents and warrants to JHH as follows:
Representations and Warranties of AGI. THE SELLER AND NDI 4.1. Organization and Good Standing....................... 27 4.2. Subsidiaries......................................... 27 4.3. Certificates of Incorporation and By-Laws............ 27 4.4. Capitalization, Etc.................................. 28 4.5. Ownership of Neyco Shares............................ 28 4.6.
Representations and Warranties of AGI. AGI represents and warrants ------------------------------------- that:
a. AGI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. This Agreement has been duly authorized, executed and delivered by AGI and is a valid and binding obligation of AGI, enforceable against AGI in accordance with its terms subject only to the approvals that may be required by the New York Stock Exchange for the listing of the shares of AGI Common Stock issuable hereunder.
b. When certificates evidencing the shares issuable hereunder have been delivered in payment of the obligations specified in the applicable notice as provided herein, such shares will be duly authorized, validly issued, fully paid and nonassessable.
Representations and Warranties of AGI. In order to induce Tiger to enter into this Agreement and to consummate the transactions contemplated hereunder, AGI hereby makes the following representations, warranties, covenants and agreements:
(a) Organization and Existence. AGI is a corporation duly incorporated and presently existing in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to carry on its business as now conducted. The nature of the business of AGI and the character of the properties owned or leased by it, do not require AGI to qualify to do business as a foreign corporation in any other state. AGI has delivered to Tiger a true and correct copy of the Articles of Incorporation (duly certified by the Secretary of State of Delaware) and By-Laws of AGI (certified by its Secretary).
