Representations and Warranties of Cardinal. Cardinal represents and warrants to the Trusts that:
3.01 It is a corporation duly organized and existing and in good standing under the laws of State of Illinois.
3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts.
3.03 It is empowered under applicable laws and by its charter and bylaws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
Representations and Warranties of Cardinal. Cardinal represents and ------------------------------------------ warrants as follows:
(a) Cardinal has prepared and filed with Securities and Exchange Commission (the "Commission"), in accordance with the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form SB-2 (File No. 333-82946), including the preliminary prospectuses relating to the Rights Offering and the Public Offering (collectively, the "Preliminary Prospectus"). Such registration statement, as amended at the time it becomes effective (including the Prospectus, as defined herein, filed as a part thereof), is referred to in this Agreement as the "Registration Statement," and the final prospectuses relating to the Rights Offering and the Public Offering in the forms filed with the Commission as part of the Registration Statement or pursuant to its Rule 424(b), if any, after the Registration Statement becomes effective are referred to collectively as the "Prospectus."
(b) Each Preliminary Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto when so filed complied in all material respects with the Securities Act, except that this representation and warranty does not apply to statements in or omissions from any such Preliminary Prospectus (or any amendment or supplement thereto) made in reliance upon and conformity with information relating to the Underwriter furnished to Cardinal in writing by such Underwriter expressly for use therein.
(c) The Registration Statement, in the form in which it becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective, and the Prospectus filed as part of the Registration Statement and in the form first filed with the Commission under its Rule 424(b), if any, and when any supplement thereto is filed with the Commission, will comply in all material respects with the Securities Act and will not contain at any such times an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus (or any amendment or supplement thereto) made in reliance upon information relating to the Underwriter furnished to C...
Representations and Warranties of Cardinal. Except (a) as set forth in the Cardinal Disclosure Schedule and (b) as otherwise disclosed or identified in the Cardinal SEC Documents publicly filed or furnished after January 1, 2017 and prior to the date hereof (other than (i) any forward-looking disclosures contained in the “Forward Looking Statements” and “Risk Factors” sections of the Cardinal SEC Documents and any other disclosures included therein to the extent they are primarily predictive, cautionary or forward looking in nature and (ii) information included in, or incorporated by reference as, exhibits and schedules to any Cardinal SEC Document), Cardinal hereby represents and warrants to Sarg as follows:
Representations and Warranties of Cardinal. Cardinal represents and warrants to SESI as follows with respect to the matters set forth below.
Representations and Warranties of Cardinal. Subject to Sections 6.01 and 6.02 and except as Previously Disclosed, Cardinal hereby represents and warrants to United:
Representations and Warranties of Cardinal. (a) Cardinal is a corporation which is duly organized, validly existing and in good standing under the laws of the State of Wisconsin, and has full corporate power and corporate authority to execute and deliver this Agreement and to consummate effect the transactions contemplated hereby, and has duly authorized the execution, delivery and performance of this Agreement by all necessary corporate action.
(b) This Agreement is a valid and legally binding obligation of Cardinal, and is enforceable against Cardinal in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(c) The execution, delivery and performance of this Agreement by Cardinal and the consummation of the transactions contemplated hereby do not and will not (i) result in a breach or violation of any provision of any of Cardinal’s organizational documents (e.g., articles of incorporation or by-laws) or in a violation of any statute, rule, regulation, ordinance, order, judgment, decree, rule or regulation of any court or any governmental agency or body applicable to Cardinal, (ii) violate or result in a material breach of or constitute an event of default (or an event which might, upon the passage of time or the giving of notice, or both, constitute an event of default) under any provision of, result in acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, contract or governmental certification, license or permit (other than any governmental permits for which transfer is not permitted by law or the issuing authority), instrument, order, judgment or decree or other material arrangement or commitment.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any other party or any federal, state or local government agency or entity is required by Cardinal in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the performance of Cardinal of its obligations under this Agreement.
(e) Cardinal represents and warrants that, upon transfer of ownership of Products at the agreed upon F.O.B. p...
Representations and Warranties of Cardinal. Cardinal hereby represents and warrants to MedPartners as follows:
Representations and Warranties of Cardinal. Except as otherwise specifically provided in this Agreement or as "Previously Disclosed" (as defined in Paragraph 10.13) by Cardinal to MFC, Cardinal hereby makes the following representations and warranties to MFC.
Representations and Warranties of Cardinal. Cardinal hereby represents and warrants to Yadkin Valley and YVB as follows:
Representations and Warranties of Cardinal. Cardinal represents and warrants as follows to JHDG.
