REPRESENTATIONS AND WARRANTIES OF BEC. SECTION 5.1
REPRESENTATIONS AND WARRANTIES OF BEC. BEC represents and warrants to CES as follows:
REPRESENTATIONS AND WARRANTIES OF BEC. In connection with the transactions contemplated hereby, BEC hereby represents and warrants to Noteholders that (i) BEC has full legal right, power and authority to execute and deliver this Agreement and that this Agreement is a valid and binding agreement of BEC, enforceable in accordance with its terms, (ii) there are no suits, actions, claims, investigations, inquiries, proceedings or demands pending (or to the best of BEC's knowledge, threatened) which affect any of the Acquired Interests, or the execution and delivery of this Agreement or the consummation of transactions contemplated hereby, and (iii) other than consents already obtained, no consents, notices, filings or approvals are required to be made or received from any person in connection with BEC's or the Guarantor's execution of this agreement and the transactions contemplated hereby.
REPRESENTATIONS AND WARRANTIES OF BEC. 8 2.1. Corporate Organization . . . . . . . . . . . . . . . . . . . 8 2.2. Certificate of Incorporation and By-laws . . . . . . . . . . 8 2.3. Capitalization . . . . . . . . . . . . . . . . . . . . . . . 9 2.4. Authority Relative to this Agreement . . . . . . . . . . . . 9 2.5. No Conflict; Required Filings and Consents . . . . . . . . . 10 2.6. SEC Filings; Financial Statements . . . . . . . . . . . . . 11 2.7. Absence of Certain Changes or Events . . . . . . . . . . . . 12 2.8. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . 14 2.9.
REPRESENTATIONS AND WARRANTIES OF BEC. Except as set forth in BEC's disclosure schedule, BEC represents and warrants to, and covenants with, the Tailong Holdings Stockholders and Tailong Holdings as follows:
