REPRESENTATIONS AND WARRANTIES OF CCI. Except as set forth in the CCI Disclosure Schedule delivered by CCI to Merger Sub at or prior to the execution of this Agreement (the "CCI Disclosure Schedule"), CCI represents and warrants to Parent and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF CCI. CCI represents and warrants to Pentair and Pentair Subsidiary as follows:
REPRESENTATIONS AND WARRANTIES OF CCI. Except as set forth in the CCI Disclosure Schedule, disclosure in any one of which shall apply to any and all representations and warranties made in this Agreement, and except as otherwise disclosed in writing by CCI to Penthouse, CCI hereby represents and warrants to Penthouse, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF CCI. To induce Holdings and Michigan to enter into this Agreement and the other Transaction Documents, CCI represents and warrants to Holdings and Michigan as follows:
REPRESENTATIONS AND WARRANTIES OF CCI. Except as expressly set forth and specifically identified by the section number of this Agreement in the schedule delivered by CCI to CNI contemporaneously with the execution of this Agreement (the "CCI DISCLOSURE SCHEDULE"), CCI represents, warrants, and covenants to CNI as follows:
REPRESENTATIONS AND WARRANTIES OF CCI. Where a representation ----------------------------------------- contained in this Agreement is qualified by the phrase "to the best knowledge of CCI" (or words of similar import), such expression means that, after having conducted a due diligence review, CCI believes the statement to be true, accurate, and complete in all material respects. The disclosure of any fact or matter in a Schedule identified in any subparagraph of this Paragraph 20 constitutes disclosure for purposes of all other subparagraphs of this Paragraph 20. CCI represents and warrants to Charys as follows:
REPRESENTATIONS AND WARRANTIES OF CCI. CCI represents and warrants to Gulliver Media and SNI, as follows:
(a) It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) It has full corporate power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party, and to consummate the Transactions, and this Agreement and the other Transaction Documents to which it is a party, have been duly authorized and approved by all necessary corporate action on its part.
(c) This Agreement constitutes, and the other Transaction Documents to which it is a party, when executed and delivered by it and the other parties thereto, will constitute, its legal, valid and binding obligation and this Agreement is, and the other Transaction Documents to which it is a party will be, enforceable against it in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights and subject to equitable defenses and the discretion of the court before which any proceeding therefor may be brought.
(d) Neither the execution, delivery and performance by it of this Agreement and the other Transaction Documents to which it is a party, nor the consummation by it of the Transactions, nor compliance by it with any of the provisions hereof and thereof, will violate, conflict with, result in breach of any provision of, constitute a default (or any event that, with notice or lapse of time or both would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right to termination or acceleration, under the terms, conditions or provisions of (i) its organizational documents, (ii) any note, bond, mortgage, indenture or material agreement or contract to which it is a party, or by which it may be bound, or (iii) any law, rule, regulation, order, writ, judgment, decree, determination or award applicable to it.
REPRESENTATIONS AND WARRANTIES OF CCI. CCI represents and warrants to the Investor that:
REPRESENTATIONS AND WARRANTIES OF CCI. CCI hereby represents and warrants to each Holder that: (i) it has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (ii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of CCI, (iii) this Agreement has been duly and validly executed and delivered by CCI and is a valid and binding
REPRESENTATIONS AND WARRANTIES OF CCI. As a further inducement to Eastbrokers and East to enter into this Agreement and to consummate the transactions contemplated hereby, CCI represents and warrants to each of Eastbrokers and East that on the date hereof the matters set forth below are true and correct except as set forth in the disclosure schedules attached hereto.
