REPRESENTATIONS AND WARRANTIES OF CCS. CCS hereby represents and warrants to Merger Sub and PaeTec that, subject to the disclosure contained under the applicable Sections of the disclosure letter of even date herewith of CCS (the "CCS Disclosure Schedule") and subject ----------------------- to the last paragraph of this Article 3:
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. CCS represents, warrants, and agrees as follows:
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 represents and warrants to LCI that the statements contained in this Sec. 3
(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date except as set forth in Annex I attached hereto.
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. 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.
2.2. CCS has an authorized capital stock consisting solely of 2,000 shares of common stock, of which all 2,000 shares, and no more, are presently issued and outstanding.
2.3. CCS does not own, directly or indirectly, a majority or controlling interest in any corporation, business trust, joint stock company, or other business organization or association. There are no outstanding rights, warrants, options, subscriptions, agreements, or commitments giving anyone any right to require CCS to issue, sell or transfer any stock or other securities.
2.4. CCS has supplied Ram with current unaudited Financial Statements of CCS as of September 30, 2008. The Financial Statements fully and fairly set forth the financial condition of CCS as of the dates or periods to the best of CCS’s present knowledge. CCS did not have as of the date of the Financial Statements, nor will it have at the closing, except as may be stated:
2.4.1. Any obligations, commitments or liabilities, contingent or otherwise, whether for taxes or otherwise which are not shown or provided for in the Financial Statements, except obligations to perform, after such date, sales contracts, supply contracts, purchase orders, and other commitments in each case in normal amounts incurred only in the ordinary course of business.
2.4.2. Any third party contractual obligations or any contracts with directors, officers, employees or shareholders.
2.4.3. Any litigation, legal action, arbitration, proceeding, demand, claim or investigation pending, or to the best of CCS’s present knowledge, planned or threatened, against CCS or which might affect the business or property of CCS or might affect this Agreement.
2.4.4. Any notes or accounts receivable which are not current and collectible to the best of CCS’s present knowledge....
REPRESENTATIONS AND WARRANTIES OF CCS. CCS represents and warrants to LCI that:
(a) Each of CCS or its designees (a "Holder") is an "accredited investor" within the meaning of Rule 501 under the Securities Act. Each Holder has sufficient knowledge and experience in investing in companies similar to LCI in terms of LCI's stage of development as to be able to evaluate the risks and merits of its investment in LCI and each Holder is able financially to bear the risks thereof. Each Holder has had an opportunity to discuss, ask questions and receive answers concerning LCI's business, management and financial affairs with LCI's management and has been permitted to have access to all information which it has requested in order to evaluate the merits and risks of the transactions contemplated hereby. The Shares are being acquired for each Holder's own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Each Holder understand that (i) the Shares have not been registered under the Securities Act of 1933, as amended (the "SECURITIES ACT") or the securities laws of any state by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, (ii) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Shares will bear a legend to such effect, (iv) LCI will make a notation on its transfer books to such effect or issue appropriate "stop transfer" instructions to its transfer agent, if any, and (v) that Rule 144 under the Securities Act is not now and may never be available for use in connection with any resale of the Shares. LCI will cooperate with the Holder to assist the Holder in complying with the requirements of Rule 144.
