REPRESENTATIONS AND WARRANTIES OF ATI. ATI hereby represents and warrants to the Company and the Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF ATI. ATI hereby represents and warrants to USW as follows:
REPRESENTATIONS AND WARRANTIES OF ATI. 2.1 ATI has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby without the consent or approval of any third party. This agreement is a valid and binding agreement of ATI and is enforceable in accordance with its terms.
2.2 The Conversion Shares to be issued hereunder shall be validly issued, outstanding, and non-assessable, and free and clear of all liens and encumbrances.
REPRESENTATIONS AND WARRANTIES OF ATI. ATI hereby represents and warrants the following:
(a) Organization and Standing. ATI is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has the corporate power and authority to carry on its business as it is now being conducted.
REPRESENTATIONS AND WARRANTIES OF ATI. ATI hereby represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF ATI. ATI hereby represents and warrants to Transferee as follows:
REPRESENTATIONS AND WARRANTIES OF ATI. SECTION 3.01 ATI has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ATI and the consummation of the transactions contemplated hereby by ATI have been duly authorized by all necessary corporate action on the part of ATI. This Agreement has been duly executed and delivered by ATI and constitutes the valid and binding obligation of ATI enforceable against ATI in accordance with its terms.
SECTION 3.02 The Conversion Shares to be issued hereunder shall be validly issued and non-assessable, and free and clear of all liens and encumbrances.
REPRESENTATIONS AND WARRANTIES OF ATI. ATI represents and warrants to BAP that: Due Organization. ATI is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its businesses as they are being conducted on the date of this Agreement. Except as set forth on a Disclosure Schedule delivered to BAP on the date hereof (the "ATI Disclosure Schedule"), ATI is duly qualified as a foreign corporation, and is in good standing in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not have a materially adverse effect on ATI. Except as set forth on the ATI Disclosure Schedule, all of the outstanding Shares of ATI Common Stock are validly issued, fully paid and nonassessable. ATI neither directly nor indirectly owns any material interest in any corporation, partnership, joint venture or other business association or entity, except as set forth on the ATI Disclosure Schedule.
REPRESENTATIONS AND WARRANTIES OF ATI. 3 2.1. Organization and Qualification . . . . . . . . . . . . . . . . . . . . 3 2.2. Authorization; Enforcement . . . . . . . . . . . . . . . . . . . . . . 4 2.3. No Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.4. Rights Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.5. Delaware Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
REPRESENTATIONS AND WARRANTIES OF ATI. 26 Section 4.1 Organization of ATI...........................................................................26 Section 4.2 Capitalization of ATI.......................................................................
