Representations and Warranties of BCC. BCC represents and warrants that (i) this Agreement constitutes a legal, valid and binding obligation of BCC, was duly authorized, executed and delivered by BCC, and is fully enforceable against BCC in accordance with its terms (except as may be limited by bankruptcy and creditor's rights laws and general principles of equity), (ii) BCC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly authorized and qualified to do all things required of it under this Agreement; (iii) neither this Agreement nor any agreement, document or instrument executed or to be executed in connection herewith, violates the terms of any other agreement to which BCC is a party and (iv) the recitals set forth above are hereby incorporated by this reference and made a part of this Agreement, and BCC represents and warrants that such recitals are true and correct. Any material breach by BCC of the representations and warranties set forth herein shall be a default under this Agreement.
Representations and Warranties of BCC. (i) Other than the representations and warranties set forth in Section 4.1(a), Section 4.1(b), Section 4.1(c) and Section 4.1(e) (the “BCC Fundamental Representations”), each of the representations and warranties of BCC set forth in this Agreement shall be true and correct in all material respects (without giving effect to any qualification as to materiality or Material Adverse Effect) as of the date of this Agreement and as of the Closing as though made on and as of the Closing (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date), and (ii) the BCC Fundamental Representations shall be true and correct in all respects as of the date of this Agreement and as of the Closing as though made on and as of the Closing (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct in all material respects as of such date).
Representations and Warranties of BCC. BCC hereby represents and warrants to the Purchaser, as of the date hereof, as follows:
(a) BCC is a corporation duly organized, validly existing and in good standing under the laws of the state of Texas and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement by BCC and the consummation by BCC of the transactions contemplated hereby (i) do not require BCC to obtain any consent, approval, authorization, order, registration or qualification of or (except for filings pursuant to Regulation 13D or Section 16 of the Exchange Act) make any filing with any Governmental Authority; and (ii) except as would not have a material adverse effect on the ability of the Seller to consummate the transactions contemplated by this Agreement on the terms set forth herein or on the ability of the Seller or BCC to perform their respective obligations under this Agreement, do not and will not constitute or result in a breach, violation or default under (A) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any Governmental Authority applicable to the Seller or BCC or (B) the terms of any agreements binding upon the Seller or BCC.
(c) This Agreement has been duly executed and delivered by BCC and constitutes a legal, valid and binding obligation of BCC, enforceable against BCC in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity. BCC has duly taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
(d) The Seller is the sole owner of the Purchased Shares. No person or entity has any beneficial ownership of the Purchased Shares other than BCC by virtue of being the general partner of the Seller and Xx. Xxxxxxx by virtue of being the chairman and chief executive officer of BCC. The Seller has good and valid title to the Purchased Shares, free and clear of any Lien other than Permitted Liens, and the Seller has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Purchased Shares or its owne...
Representations and Warranties of BCC. At each Closing BCC represents and warrants to and agrees with Amtran that:
(a) Corporate Organization. BCC has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as presently conducted.
Representations and Warranties of BCC. BCC represents and warrants that:
Representations and Warranties of BCC. BCC represents and warrants to Trupet that the statements contained in this Section 4.1 are true and correct as of the date hereof and will be true and correct as of the Closing Date, except as modified by the Disclosure Schedules of BCC attached to this Agreement, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation made herein only to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules or to the extent that such qualification is reasonably apparent:
Representations and Warranties of BCC. BCC hereby represents and warrants to SurfNet that:
Representations and Warranties of BCC. BCC represents and warrants to IPC as follows:
(a) BCC (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) has the power and holds all licenses
Representations and Warranties of BCC. As a material inducement to FPH to enter into this Agreement and exchange the Class C Common for shares of Class A Common, BCC hereby represents and warrants to FPH that:
Representations and Warranties of BCC. As an inducement to the Investors to enter into this Agreement and consummate the transactions contemplated hereby, BCC and its Subsidiaries, as the case may be, represent and warrant to the Investors, as follows:
