Representations and Warranties of CPI. CPI hereby represents and warrants to Stockholder as follows:
Representations and Warranties of CPI. Except as set forth in the disclosure letter attached hereto as Exhibit A (the "CPI Disclosure Letter"), CPI hereby represents and warrants to Parent and CPI Merger Sub that:
Representations and Warranties of CPI. CPI (and, with respect to the representations and warranties applicable to it, CRC) represents and warrants to the Purchaser as follows:
Representations and Warranties of CPI. CPI hereby represents and warrants:
Representations and Warranties of CPI. 16 (a) Organization, Good Standing and Qualification................................16 (b)
Representations and Warranties of CPI. CPI represents and warrants to the Company/Consortium that:
Representations and Warranties of CPI. CPI he represents and warrants to BMS that:
Representations and Warranties of CPI. CPI hereby represents and warrants to each Shareholder that it has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by CPI, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of CPI. This Agreement has been duly executed and delivered by CPI and constitutes a valid and binding obligation of CPI enforceable against it 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, (i) 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 Articles of Incorporation or By-Laws of CPI, or any agreement or instrument applicable to CPI, (ii) require any filing with, or permit, authorization, consent or approval of, any federal, state or local government or any court, tribunal, administrative agency or other governmental authority, domestic, foreign or transnational, or (iii) violate any judgment, order, writ, injunction, decree, statute, rule or regulation applicable to CPI or any of its property or assets.
Representations and Warranties of CPI. Except as set forth in the correspondingly numbered section of the disclosure schedule attached hereto as Schedule 1 and incorporated herein by this reference (the "Disclosure Schedule"), CPI and CII hereby represent and warrant to TBA and Merger Sub as follows:
Representations and Warranties of CPI. The representations and warranties of CPI set forth in or required by this Agreement and the CPI Disclosure Schedule shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement. TaxMasters shall have received a certificate signed by an officer of CPI, to such effect on the Closing Date.
