REPRESENTATIONS AND WARRANTIES OF CBS. Except as disclosed in the report on Form 10-K dated March 24, 1999 for the year ended December 31, 1998, the Reports on Form 10-K/A, Form 10-Q, Form 10-Q/A and Form 8-K since December 31, 1998 or the proxy statement dated March 25, 1999, in each case in the form filed by CBS with the United States Securities and Exchange Commission (the "SEC") or in a separate disclosure schedule which has been delivered by CBS to Viacom prior to the execution of this Agreement (the "CBS Disclosure Schedule") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein and such other representations and warranties or covenants to the extent a matter in such section is disclosed in such a way as to make its relevance to the information called for by such other representation and warranty or covenant readily apparent), CBS hereby represents and warrants to Viacom:
REPRESENTATIONS AND WARRANTIES OF CBS. CBS hereby ------------------------------------- represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF CBS. CBS hereby makes the following representations and warranties to SFX and SFX Broadcasting, each of which is true and correct on the date hereof, shall remain true and correct for the period specified in Section 15.3, shall be unaffected by any investigation heretofore or hereafter made by SFX or SFX Broadcasting, or any notice to SFX or SFX Broadcasting other than in the Schedules to this Agreement and shall survive the Closing.
REPRESENTATIONS AND WARRANTIES OF CBS. CBS hereby represents and warrants to DBC and the Company, as of the date of this Agreement, as follows:
REPRESENTATIONS AND WARRANTIES OF CBS. CBS and the CBS Stockholders, jointly and severally, represent and warrant to TriZetto that, except as set forth in the CBS Disclosure Schedule:
REPRESENTATIONS AND WARRANTIES OF CBS. CBS makes the following representations and warranties to Xxxxxxx as of the date hereof and, subject to the following sentence, as of the Closing Date. The representations and warranties of CBS in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date).
REPRESENTATIONS AND WARRANTIES OF CBS. 7.1 Organization and Standing................................... 21 7.2 Authorization and Binding Obligations....................... 21 7.3 Absence of Conflicting Agreements or Required Consents.................................................. 21 7.4
REPRESENTATIONS AND WARRANTIES OF CBS. 24 SECTION 3.1. ORGANIZATION; QUALIFICATION; POWER....................25 SECTION 3.2. CBS COMMON STOCK TO BE ISSUED IN THIS TRANSACTION.....25 SECTION 3.3. AUTHORITY; ABSENCE OF CONFLICTING AGREEMENTS..........25 SECTION 3.4. SEC DOCUMENTS; UNDISCLOSED LIABILITIES................27 SECTION 3.5. NO FINDER.............................................27 SECTION 3.6. STATUS OF CBS AND THE CBS SUBSIDIARIES................27 SECTION 3.7. ABSENCE OF CERTAIN CHANGES OR EVENTS..................28
REPRESENTATIONS AND WARRANTIES OF CBS. 24 SECTION 3.1. ORGANIZATION; QUALIFICATION; POWER...............................................................25 SECTION 3.2. CBS COMMON STOCK TO BE ISSUED IN THIS TRANSACTION................................................25 SECTION 3.3. AUTHORITY; ABSENCE OF CONFLICTING AGREEMENTS.....................................................25 SECTION 3.4. SEC DOCUMENTS; UNDISCLOSED LIABILITIES...........................................................27 SECTION 3.5. NO FINDER........................................................................................27 SECTION 3.6. STATUS OF CBS AND THE CBS SUBSIDIARIES...........................................................27 SECTION 3.7. ABSENCE OF CERTAIN CHANGES OR EVENTS.............................................................28 SECTION 3.8. LITIGATION.......................................................................................28 SECTION 3.9. COMPLIANCE WITH APPLICABLE LAWS..................................................................28 SECTION 3.10. INTERIM OPERATIONS OF THE CBS SUBSIDIARIES......................................................28 SECTION 3.11. TAXES...........................................................................................29
