Representations and Warranties of CIT. CIT hereby represents and warrants as follows:
Representations and Warranties of CIT. Subject to Article III and except as contemplated by this Agreement and the Plan of Arrangement or as set forth in the CIT Disclosure Schedule, CIT hereby represents and warrants to Newcourt as follows:
Representations and Warranties of CIT. CIT represents and warrants to Buyers that it (i) owns the Software Programs, including, without limitation, all portions or components thereof, or has the legal valid license to the Software Programs, including, without limitation, all portions or components thereof, in each case sufficient to grant the License and (ii) has the full legal right to grant the License.
Representations and Warranties of CIT. Except (a) as disclosed in the disclosure schedule delivered by CIT to the BancShares Parties concurrently herewith (the “CIT Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the CIT Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by CIT that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to have a Material Adverse Effect and (iii) any disclosures made with respect to a section of Article III shall be deemed to qualify (1) any other section of Article III specifically referenced or cross-referenced and (2) other sections of Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed in any CIT Reports filed by CIT since December 31, 2016, and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), CIT hereby represents and warrants to the BancShares Parties as follows:
Representations and Warranties of CIT. 28 5.1. Corporate Organization..................................................29 5.2. Capitalization..........................................................29 5.3. Authority; No Violation.................................................30 5.4. Consents and Approvals..................................................32 5.5. Reports.................................................................32 5.6. Financial Statements....................................................33 5.7. Broker's Fees...........................................................34 5.8. Absence of Changes; Conduct of Business.................................34 5.9. Legal Proceedings.......................................................35 5.10. Taxes..................................................................35 5.11. Employees..............................................................36 5.12.
Representations and Warranties of CIT. CIT hereby represents and warrants to the Company as follows:
