Representations and Warranties of American. Except as set forth with respect to specifically identified representations and warranties in the American Disclosure Schedule or as otherwise contemplated by this Agreement, American hereby represents and warrants to Mergeparty and Mergeparty Subsidiary as follows:
Representations and Warranties of American. 8 4.1 Organization and Business; Power and Authority; Effect of Transaction............8 4.2
Representations and Warranties of American. As an ------------------------------------------ inducement to Participant to enter into this Agreement, American represents and warrants to Participant as follows:
Representations and Warranties of American. (a) American is a corporation duly organized under the laws the State of California, validly existing and authorized to exercise all its corporate powers, rights and privileges;
(b) American has the corporate power and authority to own and operate its properties and to carry on its business as now conducted;
(c) American has all requisite legal and corporate power to execute and deliver this Agreement;
(d) All corporate actions on the part of American necessary for the authorization, execution, delivery and performance of all obligations under this Agreement have been taken and this Agreement constitutes a valid obligation of American.
(e) American is a non-reporting corporation within the meaning of the Securities Exchange Act of 1934.
(f) There is no action, proceeding or investigation pending or threatening or any basis thereof known to American to question the validity of this Agreement or the accuracy of the representations and warranties contained herein.
(g) The authorized capital stock of American consists of 10,000,000 shares of common stock, of which 997,500 shares are issued and outstanding as of the date of this Agreement. Except as contemplated in this Agreement, there are no other securities, options, warrants, or other rights to purchase any securities of American outstanding. All outstanding securities of American are duly and validly issued, fully paid and non-assessable.
Representations and Warranties of American. Subject to and giving effect to Sections 3.1 and 3.2, American hereby represents and warrants to MainStreet as follows:
Representations and Warranties of American. American hereby represents and warrants to American Tower and CBS as follows:
Representations and Warranties of American. American represents, warrants and covenants to, and agrees with, the Company as follows:
Representations and Warranties of American. As an inducement to FNB to enter into this Agreement and to consummate the transactions contemplated hereby, American represents, warrants, covenants and agrees as follows:
Representations and Warranties of American. Subject to Sections 3.1 and 3.2, American hereby represents and warrants to Community First as follows:
Representations and Warranties of American. American represents and warrants as of the Closing Date as follows:
