REPRESENTATIONS AND WARRANTIES OF CCA. Except as set forth: (i) in the SEC Reports; and (ii) in the schedule delivered by CCA to Pacific Life and attached hereto as Schedule B ("CCA's Disclosure Schedule") (provided, however, that the description of the items set forth in CCA's Disclosure Schedule reasonably identifies and relates to the matter being disclosed), CCA hereby represents and warrants to Pacific Life as follows:
REPRESENTATIONS AND WARRANTIES OF CCA. CCA hereby represents and warrants to IHS that the statements in the following subsections of this Section 4 are all true and correct as of the Effective Date and covenants to CCA as follows:
REPRESENTATIONS AND WARRANTIES OF CCA. Except as set forth in the Prison Realty Filed SEC Documents or on the Disclosure Schedule delivered by CCA to Prison Realty, PMSI and JJFMSI prior to the execution of this Agreement (the "CCA Disclosure Schedule"), which CCA Disclosure Schedule constitutes a part hereof and is true and correct in all material respects, CCA represents and warrants to Prison Realty, the Acquisition Companies, PMSI and JJFMSI as follows:
(a) Organization and Authority. CCA is duly formed and validly existing and in good standing under the laws of the State of Tennessee with full power and authority to own its properties and conduct its business as now conducted and is duly qualified or authorized to do business and is in good standing in all jurisdictions where the failure to so qualify could have a material adverse effect on CCA. CCA has all requisite corporate power and authority, and has been duly authorized by all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses and permits of and from all public, regulatory or governmental agencies and bodies, to own, lease and operate its assets and properties and to conduct its business as it is now being conducted and is duly qualified or licensed to do business in each jurisdiction in
REPRESENTATIONS AND WARRANTIES OF CCA. 2 Section 2.01 Organization and Existence..................................2 Section 2.02 Subsidiaries................................................3 Section 2.03 Authorization...............................................3 Section 2.04 No Violation................................................3 Section 2.05 Capital Structure of API....................................4 Section 2.06 Consents....................................................4 Section 2.07 CCA SEC Reports and Financial Statements....................4 Section 2.08 API Financial Statements; No Undisclosed Liabilities........5 Section 2.09 Assets......................................................6 Section 2.10 Absence of Changes; Subsequent Events.......................6 Section 2.11 Solvency....................................................6 Section 2.12
REPRESENTATIONS AND WARRANTIES OF CCA. CCA, on behalf of itself and API, as applicable, hereby represents and warrants to ANTS and API 2, as follows:
REPRESENTATIONS AND WARRANTIES OF CCA. CCA hereby represents and warrants to ACT and the ACT Shareholders as of the date of this Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF CCA. CCA hereby represents and warrants to SGTI, the Directors and the Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF CCA. Except as set forth in the CCA Disclosure Schedule delivered by CCA to StorCOMM prior to the execution of this Agreement (the “CCA Disclosure Schedule”) (each Section of which qualifies the correspondingly numbered representation and warranty or covenant of CCA to the extent specified therein), CCA represents and warrants to StorCOMM as follows:
REPRESENTATIONS AND WARRANTIES OF CCA. Subject to such exceptions as are specifically disclosed in the disclosure schedule dated as of the date hereof (each of which disclosures, in order to be effective, shall clearly reference the appropriate section of this Article II to which it relates and each of which disclosures shall be deemed to be incorporated by reference into the representations and warranties made in this Article II; provided, however, that any information disclosed under any section of the disclosure schedule shall be deemed disclosed and incorporated into any other section of the disclosure schedule where it should be reasonably apparent to ENIP to assume that such disclosure, without reference to extrinsic documentation, is relevant to such other section) delivered by CCA to ENIP concurrently with the execution of this Agreement (the “CCA Disclosure Schedule”) CCA hereby represents and warrants to ENIP on the date hereof and as of the Effective Time, as follows:
