REPRESENTATIONS AND WARRANTIES OF AHC Sample Clauses

REPRESENTATIONS AND WARRANTIES OF AHC. AHC hereby represents and warrants to the Legacy Owners and the Quartz Parent Entities that the statements set forth in this Article II are true and correct as of the date hereof and shall be true and correct as of the Phase 1 Closing Date, except as set forth in the applicable Disclosure Schedule, as may be supplemented or amended prior to the Phase 1 Closing Date pursuant to Section 8.1(a)(iii). In addition, AHC agrees that it shall restate its representations and warranties to the Legacy Owners and Quartz Parent Entities that the applicable statements set forth in this Article II are true and correct as of each of the Phase 2 Closing Date and the Phase 3 Closing Date, except as set forth in the applicable Disclosure Schedule, as may be supplemented or amended prior to the Phase 2 Closing Date and Phase 3 Closing Date, as applicable, pursuant to Section 8.1(a)(iii).

REPRESENTATIONS AND WARRANTIES OF AHC a. AHC represents and warrants that: AHC is the lawful owner of record and beneficially owns the LTC Shares; the LTC Shares are so owned by AHC free and clear of all security interests, liens, encumbrances, claims and equities of every kind, except as created by this Agreement; and the LTC Shares are duly authorized, validly issued and outstanding, fully paid and nonassessable. b. AHC represents and warrants that AHC is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. AHC represents and warrants that AHC has full legal power, authority and capacity to execute, deliver and perform this Agreement, to transfer and convey the LTC Shares and to deliver certificates representing the LTC Shares, and now has, and at the respective closing will have, full legal power to sell the LTC Shares to VRDT and accept the VRDT Shares from VRDT in exchange therefor in accordance with this Agreement. Without limiting the generality of the foregoing, AHC represents and warrants that: no authorization, consent or approval or other order or action of or filing or registration with any court, administrative agency, or other governmental or regulatory body or authority is required for the execution and delivery by AHC of this Agreement or AHC’s consummation of the transactions contemplated hereby; this Agreement has been duly and validly executed and delivered by AHC and constitutes the valid and binding obligation of AHC, enforceable in accordance with their terms, except as limited by bankruptcy, reorganization, insolvency, moratorium and similar laws presently or hereafter in effect affecting the enforcement of creditors’ rights generally; and delivery of the LTC Shares at the Closing in accordance with this Agreement will vest good title to the LTC Shares being transferred and sold by AHC hereunder in VRDT, free and clear of all security interests, liens, encumbrances, claims and equities of every kind other than restrictions on disposition contained in applicable federal and state securities laws. c. AHC represents and warrants that neither the execution and delivery of this Agreement by AHC nor the consummation by AHC of the transactions contemplated hereby will conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation of a lien or encumbrance on the LTC Shar...

REPRESENTATIONS AND WARRANTIES OF AHC. AHC represents and warrants to the Sellers that the statements contained in this Section 2(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 2(b)), except as set forth in the disclosure schedule delivered by AHC to AG and each Seller on the date hereof and initialed by the Parties (the "AHC Disclosure Schedule"). The AHC Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 2(b).

REPRESENTATIONS AND WARRANTIES OF AHC. AHC hereby represents and warrants, to the Company and each Member, with the intentions that the Members shall rely thereon in performing hereunder, as follows: 9

REPRESENTATIONS AND WARRANTIES OF AHC. Subject to disclosures and information contained in the AHC Disclosure Letter, Parent, AHC and Merger Subs, jointly and severally represent and warrant to Parascript as follows: