REPRESENTATIONS AND WARRANTIES OF ALLIED. Allied represents and warrants to Nationwide as follows:
REPRESENTATIONS AND WARRANTIES OF ALLIED. 17 Section 4.1 Organization and Qualification.................................17 Section 4.2 Capitalization of Allied.......................................18 Section 4.3 Subsidiaries...................................................19 Section 4.4 Authority Relative to this Agreement...........................20 Section 4.5 No Violation; Governmental Filings.............................21 Section 4.6 SAP Statements.................................................23 Section 4.7 GAAP Statements................................................24 Section 4.8 Reserves.......................................................24 Section 4.9
REPRESENTATIONS AND WARRANTIES OF ALLIED. Allied hereby represents and warrants to Concept as follows:
a. Allied is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.
b. This Agreement has been duly executed and delivered by, and is binding and enforceable against Allied, in accordance with its terms, except that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by the application of general principles of equity. The execution and delivery of this Agreement and other documents contemplated hereby and the consummation of the transactions contemplated hereby do not violate or constitute a breach of or default under (whether after the giving of notice or lapse of time or both) any provision of the charter, bylaws or any governing or operating documents of Allied, any existing law or regulation to which Allied or its respective properties are subject, or any mortgage, indenture, security agreement, contract, order, judgment, injunction, decree, license or other agreement to which Allied is a party or by which it is bound.
c. Allied has the full, absolute and entire authority, power and legal right to execute, deliver and perform this Agreement and the other documents and agreements contemplated hereby and to consummate the transactions contemplated hereby. The consummation of the transactions contemplated hereby (i) does not require the consent, approval or authorization of, or registration, declaration or filing with, any other affiliate of Allied or any third party, other than the approval of the Bankruptcy Court which will have been obtained prior to Closing; (ii) will not result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon any property of Allied; and (iii) is in accordance with all federal and state securities laws.
d. The Shares, and all right, title and interest therein, were transferred pursuant to a Bankruptcy Court Order and are owned of record and beneficially by Allied, free and clear of any option, call, contract, commitment, demand, lien, charge, security interest, encumbrance or restriction of any kind or nature whatsoever. Upon delivery of the Shares to Concept at the Closing, Concept shall receive good and valid title to the Shares free and clear of any and all option, call, contract, commitment, demand, lien, charge, security interest, encumbrance or ...
REPRESENTATIONS AND WARRANTIES OF ALLIED. 16 Section 4.1
REPRESENTATIONS AND WARRANTIES OF ALLIED. Except as otherwise disclosed to Nationwide and Sub in a letter delivered to it prior to the execution hereof (which letter contains appropriate references to identify the representations and warranties herein to which the information in such letter relates) (the "Allied Disclosure Letter"), Allied represents and warrants to Nationwide and Sub as follows:
REPRESENTATIONS AND WARRANTIES OF ALLIED. Except as set forth in any Filed Allied SEC Document (but only to the extent such disclosure does not constitute a “risk factor” under the heading “Risk Factors” or a “forward looking statement” in any such Filed Allied SEC Document) or in the Allied Disclosure Schedule (it being understood that if it is reasonably apparent that an item disclosed in one section or subsection of the Allied Disclosure Schedule is omitted from another section or subsection where such disclosure would be appropriate, such item shall be deemed to have been disclosed in such section or subsection of the Allied Disclosure Schedule from which such item is omitted), Allied represents and warrants to Republic as follows:
REPRESENTATIONS AND WARRANTIES OF ALLIED. Allied hereby represents and warrants to the Optionholder, as of the date hereof and as of the Closing Date, as follows:
(a) Allied is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.
(b) Allied has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Allied of this Agreement and the consummation by Allied of the transactions contemplated hereby have been duly and validly authorized and approved by all required corporate action. This Agreement has been duly executed and delivered by Allied, and (assuming due authorization, execution and delivery by the Optionholder) constitutes a valid and binding obligation of Allied, enforceable against it in accordance with its terms, except as limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law, and to the discretion of the court before which any proceeding therefor may be brought, or (iii) public policy considerations or court decisions which may limit the rights of the parties thereto for indemnification.
(c) No broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Allied.
REPRESENTATIONS AND WARRANTIES OF ALLIED. Allied hereby represents and warrants to Voyager as of the Effective Date as follows:
REPRESENTATIONS AND WARRANTIES OF ALLIED. Allied hereby represents and warrants to Amex as follows:
4.01 Allied shall deliver to Amex, on or before Closing, the following:
REPRESENTATIONS AND WARRANTIES OF ALLIED. As a material inducement to SkyLynx to enter into this Agreement and with the understanding and expectations that SkyLynx will be relying thereon in consummating the Exchange contemplated hereunder, Allied (hereinafter Allied shall be referred to as the "Corporation" unless the context otherwise requires for the purposes of this Section 6 only) hereby represents and warrants as follows:
