REPRESENTATIONS AND WARRANTIES OF CITIZENS. Citizens hereby represents and warrants to MSTI that the following are true and correct as of the Agreement Date, and will be true and correct as of the Effective Time:
REPRESENTATIONS AND WARRANTIES OF CITIZENS. No representations or warranties are made by any director, officer, employee or shareholder of Citizens as individuals. Citizens hereby represents and warrants to Mayflower as follows:
2.1 Citizens is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado, having the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Articles of Incorporation and Bylaws of Citizens, copies of which have been delivered to Mayflower, are complete and accurate, and the minute books of Citizens contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of Citizens.
2.2 Citizens has complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement. Neither Citizens, nor its subsidiaries have any liability or obligation to pay any fee or commission to any broker, agent or finder other than Search Information Services, Inc. (whose fees, commissions and/or expenses shall be paid by Citizens) with respect to the transactions contemplated hereby.
2.3 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by Citizens will conflict with or result in a breach or violation of its Articles of Incorporation or Bylaws.
2.4 The execution, delivery and performance of this Agreement has been duly authorized and approved by the Board of Directors of Citizens.
2.5 Citizens has delivered to Mayflower statutory financial statements of Citizens, dated December 31, 2003 and March 31, 2004. All such statements, herein sometimes called "Citizens Financial Statements," are complete and correct in all material respects and, together with the notes to these financial statements, present fairly the financial position and results of operations of Citizens for the periods included. The December 31, 2003 and March 31, 2004 Citizens Financial Statements have been prepared in accordance with statutory accounting principles.
2.6 Since the dates of the Citizens Financial Statements there have not been any material adverse changes in the business or condition, financial or otherwise, of Citizens and its subsidiaries.
2.7 Citizens (i) understands that the Shares have not been, and will not be, registered...
REPRESENTATIONS AND WARRANTIES OF CITIZENS. Except as disclosed in the disclosure schedule (the "CITIZENS DISCLOSURE SCHEDULE") delivered by Citizens to Republic prior to the execution of this Agreement (which schedule sets forth, among other things, items, the disclosure of which is necessary or appropriate, either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article IV, or to one or more of Citizens's covenants, provided, however, that disclosure in any section of such Citizens Disclosure Schedule shall apply only to the indicated Section of this Agreement except to the extent that it is reasonably apparent that such disclosure is relevant to another section of this Agreement), Citizens hereby represents and warrants to Republic as follows:
REPRESENTATIONS AND WARRANTIES OF CITIZENS. Citizens hereby represents and warrants to Chaswil as follows:
REPRESENTATIONS AND WARRANTIES OF CITIZENS. Citizens has delivered to the Company prior to the execution hereof a disclosure schedule with respect to the representations and warranties set forth below (the "Disclosure Schedule"). Sections of the Disclosure Schedule are hereinafter sometimes referred to as a "Schedule." The representations and warranties of Citizens made with respect to or subject to the Disclosure Schedule, any exception taken therein or any information or documentation provided or required to be provided thereby shall be deemed to have been made as of the date of this Agreement. The Disclosure Schedule shall in each case specifically reference the Section or subsection of this Agreement to which any exception, information or documentation set forth therein applies (disclosure in any Section or subsection of the Disclosure Schedule shall apply only to the referenced Section or subsection of this Agreement). Citizens hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF CITIZENS. Citizens hereby represents and warrants to C&N that, except as specifically set forth in the Citizens Disclosure Schedule delivered to C&N by Citizens on the date hereof:
REPRESENTATIONS AND WARRANTIES OF CITIZENS. Citizens represents and warrants to the Company as follows, except as Previously Disclosed:
REPRESENTATIONS AND WARRANTIES OF CITIZENS. 18 Section 4.1 Incorporation of Citizens 18 Section 4.2 Power; Authorization; Consents 19
REPRESENTATIONS AND WARRANTIES OF CITIZENS. Citizens hereby represents and warrants to CB&T as follows:
REPRESENTATIONS AND WARRANTIES OF CITIZENS. Citizens represents and warrants to MidCoast as set forth in this Article V, subject to the standard set forth in Section 5.1 and except as (i) set forth in the Citizens Disclosure Schedule delivered by Citizens to MidCoast on the date hereof; provided, however, that disclosure in any section of such Citizens Disclosure Schedule shall apply only to the indicated Section of this Agreement except to the extent that it is reasonably apparent that such disclosure is relevant to another section of this Agreement. Citizens has made a good faith, diligent effort to ensure that the disclosure on each schedule of the Citizens Disclosure Schedule corresponds to the Section referenced herein. References to the Knowledge of Citizens shall include the Knowledge of FCCB.
