Representations and Warranties of Computervision. Computervision represents and warrants to Parametric that (i) Computervision is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (ii) the execution and delivery of this Agreement by Computervision and consummation by Computervision of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Computervision and no other corporate proceedings on the part of Computervision are necessary to authorize this Agreement or any of the transactions contemplated hereby; (iii) this Agreement has been duly executed and delivered by Computervision and constitutes a legal, valid and binding obligation of Computervision and, assuming this Agreement constitutes a legal, valid and binding obligation of Parametric, is enforceable against Computervision in accordance with its terms; (iv) except for any filings as may be required under the HSR Act, Computervision has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Computervision Shares for Parametric to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Computervision Shares or other securities which may be issuable pursuant to Section 9 upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and free of any preemptive right; (v) upon delivery of the Option Shares and any other securities to Parametric upon exercise of the Option or upon becoming deemed the holder of record of the Option Shares and any other securities delivered to Parametric upon exercise of the Option, Parametric will acquire such Option Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Parametric; (vi) the execution and delivery of this Agreement by Computervision does not, and the performance of this Agreement by Computervision will not, (A) violate the Certificate of Incorporati...
Representations and Warranties of Computervision. 7 2.1. ORGANIZATION OF COMPUTERVISION........................................... 7 2.2. COMPUTERVISION CAPITAL STRUCTURE......................................... 8 2.3. OBLIGATIONS WITH RESPECT TO CAPITAL STOCK................................ 9 2.4.
Representations and Warranties of Computervision. Computervision represents and warrants to Parametric and Merger Sub, subject to the exceptions specifically disclosed in writing in the disclosure schedule supplied by Computervision to Parametric (the "Computervision Disclosure Schedule"), the section numbers and letters of which correspond to the section and subsection numbers and letters of this Agreement to which they refer, as follows:
Representations and Warranties of Computervision. 16 2.2.1 Corporate Organization................................................................16 2.2.2 Corporate Organization................................................................16 2.3 Representations and Warranties of Purchaser....................................................16 2.3.1 Corporate Organization................................................................16 2.3.2 Authorization and Effect of Agreement.................................................16 2.3.3
Representations and Warranties of Computervision. Computervision represents and warrants to Purchaser as follows:
