REPRESENTATIONS AND WARRANTIES OF CCS. Except as set forth on the Disclosure Schedule delivered by CCS to HipStyle prior to the execution of this Agreement (the "CCS Disclosure Schedule") and making reference to the particular subsection of this Agreement to which exception is being taken, CCS represents and warrants to HipStyle and MergerSub as follows:
REPRESENTATIONS AND WARRANTIES OF CCS. 9 5.1 Incorporation. 9 5.2 Authorization. 10 5.3 Conflicts. 10 5.4 Capitalization. 11 5.5 Subsidiaries. 13 5.6 Disputes and Litigation. 13 5.7 Financial Statements. 13 5.8 Absence of Undisclosed Liabilities. 14 5.9 Absence of Certain Changes. 14
REPRESENTATIONS AND WARRANTIES OF CCS. CCS hereby represents and warrants to PATY as follows, except as set forth in written disclosure schedules delivered by CCS to PATY (the “CCS Disclosure Schedules”). The CCS Disclosure Schedules shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article V. The disclosures in any section or subsection of the CCS Disclosure Schedules shall qualify other sections and subsections in this Article V to the extent it is reasonably clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The inclusion of any information in the CCS Disclosure Schedules (or any update thereto) shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in or would result in a Material Adverse Effect (as defined below), or is outside the ordinary course of business. For purposes of this Agreement, the phrase “to the knowledge of CCS” or any phrase of similar import shall mean and be limited to the information actually known or which reasonably should be known by Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx or Xxxx Xxxxxx, by virtue of their respective positions within CCS.
REPRESENTATIONS AND WARRANTIES OF CCS. 11 3.1. Organization, Corporate Power and Qualification.................................11 3.2. Capitalization of CCS...........................................................12 3.3. Subsidiaries....................................................................12 3.4. SEC Reports and Financial Statements............................................13 3.5. Absence of Undisclosed Liabilities..............................................13 3.6. Absence of Certain Recent Changes...............................................13 3.7. Contracts.......................................................................16 3.8. Absence of Related Party Transactions...........................................17 3.9. Defaults........................................................................18 3.10. Investments.....................................................................18 3.11. Receivables.....................................................................18
REPRESENTATIONS AND WARRANTIES OF CCS. Except as set forth in the Exhibits to this Agreement, CCS hereby represents and warrants to Ameris as follows:
REPRESENTATIONS AND WARRANTIES OF CCS. CCS hereby represents and warrants to FUTURETECH that, except as disclosed in the disclosure schedule dated the date hereof, certified by CCS and delivered to FUTURETECH simultaneously herewith (which disclosure schedule shall contain specific references to the representations and warranties to which the disclosures contained therein relate and an item on such disclosure schedule shall be deemed to qualify only the particular subsection or subsections specified for such item) (the Disclosure Schedule):
REPRESENTATIONS AND WARRANTIES OF CCS. CCS represents and warrants to the other parties as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF CCS. CCS represents and warrants to LCI that:
REPRESENTATIONS AND WARRANTIES OF CCS. CCS represents, warrants, and agrees as follows:
REPRESENTATIONS AND WARRANTIES OF CCS. 2.1. CCS is and will be at the date of closing, a corporation duly incorporated and validly existing under the laws of the state of its incorporation; is and will be at the date of closing in good standing under the laws of the state of its incorporation and of any other state or jurisdiction where it does interstate business; and will have at the date of closing all requisite corporate power and authority to own its properties and carry on its business as now conducted; and has and will have at the date of closing obtained all licenses, permits, or other authorizations, and taken all actions required by applicable law or governmental regulations in connection with its business as now conducted.
