REPRESENTATIONS AND WARRANTIES OF CHANCELLOR. Chancellor represents and warrants to Capstar as follows:
REPRESENTATIONS AND WARRANTIES OF CHANCELLOR. Chancellor hereby represents and warrants to the Stockholders as of the date hereof that Chancellor has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Chancellor, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Chancellor. This Agreement has been duly executed and delivered by Chancellor and constitutes a valid and binding obligation of Chancellor enforceable in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation or bylaws of Chancellor, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Chancellor or to Chancellor's property or assets.
REPRESENTATIONS AND WARRANTIES OF CHANCELLOR. Chancellor represents and warrants to LIN as follows:
REPRESENTATIONS AND WARRANTIES OF CHANCELLOR. 22 3.1 Organization, Standing and Corporate Power....................................................22 3.2 Capital Structure.............................................................................22
REPRESENTATIONS AND WARRANTIES OF CHANCELLOR. Chancellor hereby represents and warrants to PriceSmart that it owns exactly one hundred (100) Class A shares of PSMT Jamaica, free and clear of all liens, encumbrances and any liabilities, except as may be created hereby. Other than the Purchased Shares, Chancellor owns no additional shares of capital stock of, or any other interest in, PSMT Jamaica. In addition, Chancellor has no options, warrants or other rights to acquire shares of capital stock of, or any other interest in, PSMT Jamaica. Following the Closing, Chancellor will have transferred all of its right, title and interest in PSMT Jamaica to PriceSmart and will have no outstanding claims against PriceSmart or PSMT Jamaica.
REPRESENTATIONS AND WARRANTIES OF CHANCELLOR. Chancellor represents and warrants to the Company as follows (in each case as qualified by matters reflected on the disclosure schedule dated as of the date of this Agreement and delivered by Chancellor to the Company on or before the date of this Agreement (the "Chancellor Disclosure Schedule") and in the Chancellor SEC Documents (defined in Section 3.4.3) and made a part hereof by reference, each such matter qualifying each representation and warranty, as applicable, notwithstanding any specific section or schedule reference or lack thereof), with the understanding that the Company and the Selling Shareholders are relying on such representations and warranties in entering into and performing this Agreement and the other Transaction Documents, and such representations and warranties shall be unaffected by any investigation heretofore or hereafter made by the Company or the Selling Shareholders:
REPRESENTATIONS AND WARRANTIES OF CHANCELLOR. As of the date hereof, Chancellor represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF CHANCELLOR. 30- 18.2 REPRESENTATIONS AND WARRANTIES OF ARS.. . . . . . . . . . . . -30-
REPRESENTATIONS AND WARRANTIES OF CHANCELLOR. The representations and warranties made in the Florida Agreement by Omni to Chancellor with respect to the Florida Assets shall survive for the period specified in the Florida Agreement. Chancellor shall enforce these representations and warranties in its name for the benefit of ARS. No other representations or warranties shall survive Closing.
REPRESENTATIONS AND WARRANTIES OF CHANCELLOR. Chancellor hereby represents and warrants to the Stockholders as of the date hereof that Chancellor has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Chancellor, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Chancellor. This Agreement has been duly executed and delivered by Chancellor and constitutes a valid and binding obligation of Chancellor enforceable in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or
