REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Cornerstone hereby represents and warrants to Shareholder as follows:
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Cornerstone hereby represents and warrants to each of Deutsche Bank and Xxxxxxxxx Xxxxxx that it has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby to be consummated by Cornerstone. The execution and delivery of this Agreement by Cornerstone have been duly authorized by the Board of Directors of Cornerstone. This Agreement has been duly executed and delivered by Cornerstone and constitutes the legal, valid and binding obligations of it, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Cornerstone represents and warrants to USIP that the statements contained in this §3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3), except as set forth in the “Disclosure Schedule” to be furnished to USIP on or before May 31, 2004. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this §3.
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. (a) Organization, Qualification and Corporate Power
(b) Capitalization
(c) Authorization of Transaction
(d) Noncontravention
(e) Financial Statements
(f) Events Subsequent to Most Recent Fiscal Quarter End
(g) Undisclosed Liabilities
(h) Brokers’ Fees
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Cornerstone represents and warrants to Parent, except as set forth on the Cornerstone Disclosure Memorandum with respect to each such Section below, as follows:
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Cornerstone hereby represents and warrants to Apple as follows:
(a) The execution, delivery and performance of this Agreement by Cornerstone have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding obligation of Cornerstone, enforceable in accordance with its terms.
(b) Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby by Cornerstone will conflict with or result in a breach or violation of any of the terms and provisions of, or (with or without the giving of notice or passage of time or both) constitute a default under, any agreement to which Cornerstone is a party, the certificate of incorporation or bylaws of Cornerstone, any indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which Cornerstone is a party or to which any of its properties or other assets is subject, or any applicable statute, judgment, decree, rule or regulation of any court or governmental agency or body applicable to Cornerstone or its assets, or result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or asset of Cornerstone.
(c) No consent, license, permit or filing of or with any governmental authority or any person is required in connection with Cornerstone' execution, delivery and performance of this Share Purchase Option Agreement except as has been obtained by Cornerstone.
(d) No finder, broker, agent, financial advisor or other intermediary has acted on behalf of Cornerstone in connection with the purchase of the Common Shares pursuant to this Share Purchase Option Agreement or the negotiation or consummation hereof.
(e) It is familiar with the business and financial condition of Apple and is not relying upon any representations made to it by Apple or any of its officers, directors, employees, partners or agents that are not contained herein.
(f) It is aware of the risks involved in making an investment in the Common Shares. It has had an opportunity to ask questions of, and to receive answers from, Apple, or a person or persons authorized to act on its behalf, concerning the terms and conditions of any investment in Apple. Cornerstone confirms that all documents, records and books pertaining to any investment in Apple that have been requested by it have been made available or delivered to it prior to the date hereof.
(g) It understands that the Common Shares have n...
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Except as set forth in the letter of even date herewith signed by the Chairman of the Board or the Chief Financial Officer and Executive Vice President of Cornerstone and delivered to Merry Land prior to the execution hereof (the “Cornerstone Disclosure Letter”), Cornerstone and Merger Sub represent and warrant to Merry Land as follows:
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Except as specifically set forth in the disclosure letter to this Agreement delivered to Colonial prior to the execution hereof (the "Cornerstone Disclosure Letter") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein, provided that any disclosure set forth with respect to any particular section shall be deemed to be disclosed in reference to all other applicable sections of this Agreement if the disclosure in respect of the particular section is sufficient on its face without further inquiry reasonably to inform the other parties to this Agreement of the information required to be disclosed in respect of the other sections to avoid a breach under the representation and warranty or covenant corresponding to such other sections), Cornerstone represents and warrants to Colonial and Colonial Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Cornerstone represents and warrants to Vintage as follows:
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Except as set forth in the Disclosure Schedule delivered by Cornerstone to Summit prior to the execution hereof (the “Cornerstone Disclosure Schedule”), Cornerstone hereby makes the representations and warranties set forth in this Article III to Summit as of the date hereof and as of the Closing Date. For purposes of the representations and warranties of Cornerstone contained herein, disclosure in any section of the Cornerstone Disclosure Schedule of any facts or circumstances shall be deemed to be adequate response and disclosure of such facts or circumstances with respect to all representations or warranties by Cornerstone calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more of such representations or warranties, if it is reasonably apparent on the face of the Cornerstone Disclosure Schedule that such disclosure is applicable. The inclusion of any information in any section of the Cornerstone Disclosure Schedule or other document delivered by Cornerstone pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever. Cornerstone agrees to provide prior to the Closing supplemental Disclosure Schedules reflecting any material changes to the representations and warranties set forth herein between the date of this Agreement and the Closing Date to Summit. Delivery of such Supplemental Disclosure Schedules shall not cure a breach of or modify a representation or warranty.
